Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Section 3.4 of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31April 25, 20192021 and April 24, December 31, 2018 and December 31, 2017, 2022 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports shall be unqualified) (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September April 30, 2020, 2023 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operations, members’ (deficit) equity comprehensive loss and cash flows of ECGfor the twelve (12)-month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes theretothereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; (iii) in the case of the Audited Financial Statements, were audited in accordance with the standards of the PCAOB by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act and contain an unqualified report of the Group Companies’ auditors; and (ziv) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except except, in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, in and (y) that the case of the Interim Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (x) and (y), which are not expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued in amount or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenseseffect. (c) The books of account and other financial records of the Enhanced Entities are true Company and correct in all material respects and its Subsidiaries have been prepared and are maintained kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions and the revenues, expenses, assets and liabilities of the Company and its Subsidiaries have been properly recorded therein in all material respects. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with sound accounting practicethe general or specific authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ properties or assets (collectively, “Internal Controls”). (d) Except as None of the Group Companies, their respective independent accountants or board of directors (or the audit committees thereof) of the Group Companies has identified or been made aware of any (i) “significant deficiency” in the Internal Controls of any Group Company, (ii) “material weakness” in the Internal Controls of any Group Company, (iii) fraud, whether or not material, that involves management or other employees of any Group Company who have a significant role in the Internal Controls of any Group Company or (iv) complaints regarding a violation of accounting procedures, internal accounting controls or auditing matters, including from employees of any Group Company or any of its subsidiaries regarding questionable accounting, auditing or legal compliance matters. (e) No Group Company has any Liabilities of any nature whatsoever that would be required to be reflected on the Unaudited Financial Statements prepared in accordance with GAAP, except (i) Liabilities expressly set forth in Schedule 3.6(dor reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of Contract or infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, including those arising in compliance with Section 5.1; or (iv) for fees, costs and expenses (including Company Expenses) for advisors and Affiliates of the Group Companies, including with respect to legal, accounting or other advisors incurred by the Group Companies in connection with the transactions contemplated by this Agreement. (f) No Group Company is a party to, or has any commitment to become a party to any joint venture, off-balance sheet partnership or any similar contract, including any contract or arrangement relating to any transaction or relationship between or among the Group Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303 of Regulation S-K of the Exchange Act), no Enhanced Entity has entered into any undertaking, guarantee where the purpose or similar agreement on behalf intended effect of such arrangement is to avoid disclosure of any GP Entity, Seller, any present or former employee, officermaterial transaction involving, or director of an Enhanced Entity in respect of any capital commitmentmaterial liabilities of, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the CompanyGroup Companies.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the (i) the audited consolidated financial statements (including balance sheetssheet and related statement of income and notes thereto), including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, membersshareholders’ (deficit) equity and cash flows of ECGPalladium for the fiscal year ended September 30, together with all related notes thereto2007, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated financial statements (including balance sheets, including the schedules sheet and related statement of investments, of ECP as of December 31, 2019, December 31, 2018 income and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto), accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, membersshareholders’ (deficit) equity and cash flows of ECGPallinvest SAS for the fiscal year ended Xxxxx 00, together with all 0000, (xxx) financial statements (including balance sheet and related notes theretostatement of income), shareholders’ equity and cash flows of SC Spitfire Finance for the fiscal year ended December 31, 2007 and (iv) unaudited accounts for Vantage Finance SAS covering the unaudited consolidated balance sheetperiod beginning as at the date of creation of the company and ending on December 31, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, 2007 (together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred financial statements delivered pursuant to as Section 5.19, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules3.8(a). Each of the Financial Statements (i) gives a true and the Interim Financial Statements fair view (xsont réguliers et sincères et donnent une image fidèle) have been prepared in accordance with the books and records of the applicable Enhanced Entitiesfinancial position of the relevant company, (yii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities relevant company, as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotestherein. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated respective balance sheet of ECG or ECP as of September 30sheets included in the Financial Statements (such balance sheets, 2020 (collectivelytogether with all related notes and schedules thereto, the “Reference Balance SheetSheets”), none of the Enhanced Entities Company’s Subsidiaries has any liability Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of such Subsidiary or disclosed in the notes thereto, except for Liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the respective Balance Sheets, that are not, individually or in the aggregate, material to such Subsidiary. (c) Except as set forth in Schedule 3.8(c), the Company does not have any Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (cd) The books of account and financial records of the Enhanced Entities Company’s Subsidiaries are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the The audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated financial statements of operations, members’ the Company (deficit) equity and cash flows of ECG, together with all including any related notes thereto) included in the SEC Reports complied, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31their respective dates, 2019with applicable accounting requirements, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and (z) fairly present, present in all material respects, respects the consolidated financial position, results position of the Company and the Subsidiaries at the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the SEC Reports complied, as of their respective dates, with applicable Enhanced Entities accounting requirements, have been prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries at of the respective dates thereof and the consolidated statements of operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, (subject to normal and recurring yearperiod-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesadjustments). (b) Except (i) as and to the extent adequately accrued set forth, reflected or reserved against in the unaudited consolidated balance sheet (including the notes thereto) of ECG or ECP the Company included in the Company’s Form 10-K for the 2007 calendar year, as of September 30amended, 2020 (collectively, the “Reference Balance SheetCompany 2007 Form 10-K”), none of the Enhanced Entities has any liability ) or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except (ii) for (i) liabilities and obligationsobligations incurred since December 31, incurred 2007 in the ordinary course of business consistent with past practice since practice, neither the date Company nor any Subsidiary has any liabilities or obligations of the Reference Balance Sheetany nature (whether known or unknown, (iiaccrued, absolute, contingent or otherwise and whether due or to become due) except for such liabilities and obligations that are which would not, individually or in the aggregate, reasonably be expected to be material to the Enhanced EntitiesCompany and the Subsidiaries, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Correct and complete copies of the unaudited combined balance sheet of the TS Business as at July 2, 2016 (ithe “Balance Sheet”) the audited consolidated balance sheetsand June 27, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, 2015 and the related audited consolidated unaudited combined statements of operations, members’ (deficit) equity income and cash flows for each of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, periods then ended and the related audited consolidated statements of operationsfiscal year ended June 28, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2014 (the foregoing clauses (i) and (ii) collectively referred to as the “Unaudited Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) Section 3.7 of the Seller Disclosure Schedules. Each of the Unaudited Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with were derived from the books and records of the applicable Enhanced EntitiesSeller and its Affiliates and fairly presents, in all material respects, the combined financial position and results of operations of the TS Business as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP, except for as described in such Unaudited Financial Statements, applied on a consistent basis throughout the periods covered thereby. (yb) The Audited Financial Statements will have been prepared derived from the books and records of the Seller and its Affiliates and will fairly present, in all material respects, the combined financial position and results of operations of the TS Business as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP applied on a consistent basis throughout the periods indicated covered thereby. (except as may c) There are no Liabilities of the TS Business or the Companies or their Subsidiaries of a type required to be indicated reflected or reserved for on a combined balance sheet of the TS Business or in the notes theretothereto prepared in accordance with GAAP, except for (i) Liabilities reflected or reserved for on the Balance Sheet, (ii) Liabilities that have arisen since July 2, 2016 in the ordinary course of the operation of the TS Business consistent with past practice, (iii) Liabilities arising out of or in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, and (ziv) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will notLiabilities, individually or in the aggregate, be material that have not had and the absence of footnoteswould not have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.16(a) contains true and complete copies of (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Target Companies as of December 31, 2019, December 31, 2018 2011 and December 31, 2017, 2012 and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECGfor the year ended December 31, together with all related 2010, 2011 and 2012, including any notes theretothereto (collectively, accompanied by the reports thereon of ECG’s independent auditors“Audited Financial Statements”), and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Target Companies as of September 30, 2020, 2013 (the “Interim Balance Sheet Date”) and the related unaudited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECG, together with all related notes thereto, and for the eight-month period then ended (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance conformity with GAAP (except in each case as described in the notes thereto) applied on a consistent basis throughout the periods indicated (except as may be indicated covered thereby using the same accounting principles, policies and methods historically used in connection with the notes thereto) calculation of the items reflected thereon and (z) fairly present, in all material respects, the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Target Companies (taken as a whole) as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of that the Interim Financial StatementsStatements omit footnotes and are subject to normal, to normal and recurring year-end adjustments and accruals necessary to present fairly the financial condition and results of operations of the Target Companies (taken as a whole). (b) The Target Companies do not have any Liabilities that will notare required by GAAP to be reflected on the Financial Statements that are not reflected or reserved against thereon or in the notes thereto other than: (i) Liabilities incurred since the Interim Balance Sheet Date in the Ordinary Course of Business; (ii) Liabilities incurred in connection with the Contemplated Transactions; (iii) as set forth on Schedule 3.16(b); and (iv) any other Liabilities which, individually or in the aggregate, be material and the absence of footnoteswould not have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True The Amber Entities have made available to ARYA true, correct and complete copies of (i) the audited consolidated unaudited combined balance sheets, including sheets of the consolidated schedules of investments, of ECG Business as of December 31June 30, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2021 (the foregoing clauses (i) and (ii) collectively referred to as the “Financial StatementsLatest Balance Sheet”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September June 30, 2020, and the related consolidated unaudited combined statements of operations, members’ (deficit) equity operations and comprehensive loss and cash flows of ECG, together with all related notes thereto, the Business for each of the six-month periods then ended and (ivii) the unaudited consolidated combined balance sheet, including sheets of the consolidated schedule of investments, of ECP Business as of September 30December 31, 20202020 and December 31, 2019, and the related consolidated unaudited combined statements of operationsoperations and comprehensive loss, members’ deficit and cash flows of ECP, together with all related notes thereto the Business for each year then ended (the foregoing clauses financial statements described in clause (iiia) and clause (iv) collectively referred to as b), collectively, the “Interim Financial Statements”), each of which are attached hereto as Schedule 3.6(ato Section 4.4(a) of the Amber Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xincluding the notes thereto) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yA) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes theretothereto and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are individually or in the aggregate material) and the absence of notes thereto), (zB) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Business as of at the respective dates date thereof and for the respective periods period indicated therein, except as otherwise noted therein and subject(subject to, in the case of the Interim Financial Statementsany unaudited financial statements, to normal and recurring year-year end audit adjustments that will not(none of which are, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”material)), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for and (iC) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct comply in all material respects with the applicable accounting requirements and have been prepared with the rules and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d)regulations of the SEC, no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation the Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as applicable) in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director effect as of the Companydate of this Agreement, at the time of filing the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.4 are Sellers’ and complete copies of (i) the its Subsidiaries’ audited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheet as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 20202023, and the related consolidated statements of operations, members’ (deficit) equity and comprehensive loss, cash flows of ECGand deficit for the fiscal year then ended (collectively, together with all related notes thereto, the “Audited Financial Statements”) and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP sheets as of September June 30, 2020, 2024 and the related consolidated statements of operations, members’ deficit and comprehensive loss, cash flows and deficit for the portion of ECPthe fiscal year then ended (the “Unaudited Financial Statements” and, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as Audited Financial Statements, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subjectand, in the case of the Interim Unaudited Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none of which are material, individually or in the aggregate) and (ii) the absence of notes (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements), and such Financial Statements fairly present in all material respects the consolidated financial position of Sellers and their Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown. (b) Sellers have no Liabilities, required by GAAP to be disclosed or reflected on or reserved on a consolidated balance sheet (or the notes thereto) prepared in accordance with GAAP, except for Liabilities (i) reflected and reserved for in the Financial Statements, (ii) incurred in the Ordinary Course since June 30, 2024, (iii) that will notare Excluded Liabilities, (iv) arising out of or incurred in connection with this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby, (v) that are not and would not reasonably be expected to be material, individually or in the aggregate, be material and (vi) arising from the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none commencement of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Bankruptcy Cases or (iiivii) liabilities and obligations included in the computation of Transaction Expensesdisclosed on Schedule 3.4(b). (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company and Subsidiaries as of at December 31, 20192004, December 312005, 2018 and December 31, 2017, 2006 and the related audited consolidated statements of operationsincome, membersstockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and Subsidiaries for the years then ended (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iiiii) the unaudited consolidated balance sheetsheets of the Company and its Subsidiaries as at February 28, including the consolidated schedule of investments, of ECG as of September 30, 2020, 2007 and the related consolidated statements of operations, members’ (deficit) equity income and cash flows follows of ECG, together with all related notes thereto, the Company and its Subsidiaries for the two months then ended (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesCompany (except as may be indicated in the notes thereto), (y) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, except as otherwise noted therein (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and subject(C) fairly presents, in all material respects, the case consolidated financial position, results of operations and cash flows of the Interim Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial StatementsStatements or the notes thereto, to normal and recurring year-end adjustments (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that will would not, individually or in the aggregate, reasonably be material and the absence of footnotesexpected to have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Section 3.05 of the Seller Disclosure Letter sets forth true and complete copies of of: (i) the audited consolidated balance sheetssheets of JFL-NRC Holdings, including the consolidated schedules of investments, of ECG LLC and its Subsidiaries as of at December 31, 2019, December 31, 2018 2016 and December 31, 2017, 2017 and the related audited consolidated statements of operations, members’ comprehensive loss, changes in member’s (deficit) equity deficit)/equity, and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and for each 12-month period then ended; (ii) the audited consolidated balance sheetssheets of SES Holdco, including the schedules of investments, of ECP LLC and its Subsidiaries as of at December 31, 2019, December 31, 2018 2016 and December 31, 2017, 2017 and the related audited consolidated statements of operations, changes in members’ deficit capital, and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and for each 12-month period then ended; (iii) the unaudited consolidated balance sheetsheet of JFL-NRC Holdings, including LLC and its Subsidiaries as at the consolidated schedule of investments, of ECG as of September 30, 2020, Balance Sheet Date and the related consolidated statements statement of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, operations for the three-month period then ended; and (iv) the unaudited consolidated balance sheetsheet of SES Holdco, including LLC and its Subsidiaries as at the consolidated schedule of investments, of ECP as of September 30, 2020, Balance Sheet Date and the related consolidated statement of operations for the three-month period then ended (all such financial statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing referred to in clauses (iiii) and through (iv) collectively referred to as ), collectively, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced EntitiesAcquired Entities in all material respects, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) thereto and except, in the case of unaudited Financial Statements, for the absence of footnotes and subject to customary year-end adjustments (including year-end reserve, accrual and tax accounting adjustments), and (ziii) fairly present, in all material respects, the consolidated financial position, results position of operations and cash flows of the such applicable Enhanced Acquired Entities as of the respective dates thereof and their consolidated results of operations for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim unaudited Financial Statements, to normal the absence of footnotes and recurring to customary year-end adjustments that will not(including year-end reserve, individually or in the aggregate, be material accrual and the absence of footnotestax accounting adjustments)). (bc) Except as and to the extent adequately accrued for matters reflected or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 Financial Statements (collectively, including the “Reference Balance Sheet”notes thereto), none of neither the Enhanced Entities Company nor any Subsidiary has any liability or obligation liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, nature that would be required by GAAP under GAAP, as in effect on the date of this Agreement, to be reflected in on a consolidated balance sheet of an Enhanced EntityAcquired Entity (including the notes thereto), except for liabilities that (i) liabilities and obligations, were incurred in the ordinary course of business consistent with past practice since the date of such balance sheet in the Reference Balance SheetOrdinary Course of Business (none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of applicable Law), (ii) liabilities and obligations that are notincurred in connection with the Transactions, individually or in the aggregate, (iii) would be material to the Enhanced Acquired Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Sellers have delivered to Purchaser copies of (iA) the audited consolidated balance sheetsstatement of assets, including liabilities and stockholder’s equity, the consolidated schedules statement of investmentsrevenues and expenses, the consolidate statement of ECG stockholders’ equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of Holding, Xxxxx Operating and Xxxxx Petroleum as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto2006, accompanied by the reports report thereon of ECG’s independent auditorsXxxxx, and Xxxxxx & Co., P.C., Certified Public Accountants (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Xxxxx 2006 Financial Statements”), are attached hereto as Schedule 3.6(a(B) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP Holding, Xxxxx Operating and Xxxxx Petroleum as of September 30December 31, 2020 2007, together with the related unaudited consolidated statements of income for the year ended December 31, 2007 (collectively, the “Reference Balance SheetXxxxx 2007 Financial Statements”), none (C) the audited consolidated statement of assets, liabilities and partners’ capital, the consolidated statement of revenues and expenses, the consolidated statement of partners’ capital, the consolidated statement of cash flows, and the notes to consolidated financial statements of Energy and Quail Ranch as of December 31, 2006, accompanied by the report thereon of Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants (“Other 2006 Financial Statements”), (D) the unaudited balance sheets of Energy and Quail Ranch at December 31, 2007 together with the unaudited statement of income for the year ended December 31, 2007 (the “Other 2007 Financial Statements”), (E) the unaudited balance sheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2006, together with the related statements of income for the year ended December 31, 2006, the unaudited balance sheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2007, together with the unaudited statements of income for the year ended December 31, 2007 (the “Aguasal Financial Statements”), and (F) the unaudited cash basis consolidated balance sheets of Holding, Xxxxx Operating and Xxxxx Petroleum, Energy, and Quail Ranch, and the unaudited consolidating balance sheets of Aguasal, Aguasal Management and Aguasal LP as of April 30, 2008 (“Interim Balance Sheets”). Items (A) through (F) in this Section 3.1(j) collectively are referred to herein as the “Company Financial Statements.” The Company Financial Statements are all prepared on an income tax basis, not GAAP. Except as set forth in Schedule 3.1(j), as of the Enhanced Entities has any date of this Agreement, there is no liability or obligation of any naturekind, whether accrued, absolute, fixed, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for any Company other than (iW) liabilities and obligationsadequately reflected or reserved against in the Interim Balance Sheets, (X) liabilities incurred in the ordinary course of business consistent with past practice since April 30, 2008, (Y) any such liabilities which would not be required to be presented in financial statements or the date notes thereto prepared in conformity with financial statements prepared on an income tax basis, in a manner consistent with past practice, in the preparation of the Reference Balance Sheet, (ii) liabilities Company Financial Statements and obligations that are notwhich, individually or in the aggregate, aggregate would not reasonably be expected to have a material to adverse effect on the Enhanced Entities, taken as a wholeany Company, or (iiiZ) liabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements, including the notes thereto, were prepared on an income tax basis, applied on a consistent basis throughout the periods covered thereby and obligations included in the computation of Transaction Expenses. (c) The books of account Xxxxx 2006 Financial Statements and the Other 2006 Financial Statements fairly present the financial records position of the Enhanced Entities are true Companies covered thereby at the dates thereof and correct in all material respects and have been prepared and are maintained in all material respects the results of the operations of the Companies covered thereby for the periods indicated in accordance with sound accounting practiceincome tax basis accounting. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of 7.8.1 Seller has heretofore delivered to Buyer (i) the audited pro forma combined, consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Business as of December 31May 28, 20192000, December 31May 27, 2018 2001 and December 31May 26, 20172002, and the related audited combined, consolidated statements of operations, members’ earnings for each of the years then ended (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors"Year-end Statements"), and (ii) the audited a pro forma combined, consolidated balance sheets, including sheet of the schedules of investments, of ECP Business as of December 31April 20, 2019, December 31, 2018 and December 31, 20172003, and the related audited combined consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by earnings for the reports thereon of ECP’s independent auditors eleven (11) month period then ended (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “"Interim Financial Statements”Financials"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial The Year-end Statements and the Interim Financials (together, the "Financial Statements (xStatements") have been prepared present fairly, in accordance with all material respects, the books and records financial position, results of operation of the applicable Enhanced EntitiesBusiness as of the dates and for the periods then ended, (y) and have been prepared in accordance with GAAP applied on a consistent basis throughout and the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinApplicable Accounting Principles, except as otherwise noted therein and subject, in the case of the Interim Financial StatementsFinancials, to for normal and recurring year-end adjustments that will not, are not material and the omission of footnote disclosures required by GAAP. The Year-end Statements for 2001 and 2002 and the Interim Financials do not contain any material (individually or in the aggregate, be material and the absence ) items of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be non-recurring income required by GAAP to be separately disclosed. 7.8.2 As of the date hereof, to Seller's knowledge, none of the Acquired Companies has any Liabilities of a type required to be reflected in on a consolidated balance sheet prepared in accordance with GAAP consistently applied except those (i) set forth or provided for in the balance sheet (including notes thereto) included in the Interim Financials, (ii) incurred since April 20, 2003, in the ordinary course of an Enhanced Entitybusiness, or (iii) recorded as part of normal year end adjustments. Notwithstanding the foregoing, no representation and warranty is made pursuant to this Section 7.8.2 with respect to any matter that is specifically addressed by another representation or warranty contained in this Section 7 or any certificate or instrument delivered pursuant to this Agreement. As of the date hereof, except for such matters that would not have a Company Material Adverse Effect, (i) liabilities the receivables of the Business, either reflected on the Interim Financials or created subsequent to April 20, 2003 were created in the ordinary course of the Business, (ii) to the knowledge of Seller and obligationssubject to any reserves established therefor in the applicable financial statements, incurred will be collected in accordance with their terms and at their recorded amounts, in accordance with the Business' prior practices, and (iii) between April 20, 2003 and the date hereof, to the knowledge of Seller, neither Seller nor any of its Affiliates has (a) permitted or agreed to any extension in the time for payment of receivables relating to the Business other than in the ordinary course of business and consistent with past practice since or (b) changed its policies or practices with respect to the date extension of credit to customers of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or Business other than in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities ordinary course of business and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance consistent with sound accounting past practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.4(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2020 and December 31, 2017, 2021 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30, 2020, the Latest Balance Sheet Date (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the nine month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (y) that the Audited Financial Statements and the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB and (z) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (x), (y) or (z), which are not expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued in amount or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenseseffect. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth in on Schedule 3.6(d3.4(e), no Enhanced Entity Group Company has entered into any undertaking, guarantee or similar agreement on behalf Liabilities of any GP Entitynature whatsoever in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, Sellerexcept (i) Liabilities reflected in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, any present or former employeearises out of, officerrelates to, is in the nature of, or director was caused by any breach of an Enhanced Entity Contract or, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, other than those arising in compliance with Section 5.1; or (iv) for the Transaction Expenses, including fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (f) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached as Section 3.4(a) of the Company’s Disclosure Letter are (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG OppFi Companies as of December 31, 2019, 2019 and December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationsincome, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of years ended December 31, 2019, 2019 and December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Annual Financial Statements”) and (iiiii) the unaudited consolidated balance sheet, including sheets of the consolidated schedule of investments, of ECG OppFi Companies as of September 30December 31, 20202020 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of operationsoperations for the fiscal periods then ended (the “Unaudited Financial Statements”, members’ (deficit) equity and cash flows of ECGand, together with all related notes theretothe Annual Financial Statements, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a. (b) Each of the Disclosure SchedulesFinancial Statements have been derived from the books and records of the OppFi Companies. Each of the Financial Statements and the Interim Financial Statements (xi) have has been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) therein and (zii) fairly presentpresents, in all material respects, the consolidated combined assets, liabilities and financial position, results of operations and cash flows of the applicable Enhanced Entities condition as of the respective dates thereof and the operating results of the OppFi Companies for the respective periods indicated thereincovered thereby, except in each of clauses (i) and (ii): (A) as otherwise noted therein therein, (B) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (C) that the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (D) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will required by GAAP, in each case of clauses (A), (B), (C), or (D), which are not, material, individually or in the aggregate, be material in amount or effect. The Annual Financial Statements were prepared in accordance with Regulation S-X of the SEC and the absence standards of footnotesthe PCAOB. (bc) Except as Each of the independent auditors for the OppFi Companies, with respect to their report included in the Annual Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB. (d) The OppFi Companies have no material Liabilities that are required to the extent adequately accrued be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the unaudited consolidated balance sheet of ECG Unaudited Financial Statements or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none notes thereto or books and records of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, OppFi Companies; (ii) Liabilities that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since have arisen after the date of the Reference Latest Balance Sheet, (ii) liabilities and obligations that are not, individually or Sheet in the aggregate, material to the Enhanced Entities, taken as a whole, or Ordinary Course of Business; (iii) liabilities and Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the OppFi Companies of their respective obligations included hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, including the Transaction Expenses; (iv) Liabilities disclosed in the computation of Company’s Disclosure Letter; or (v) Liabilities for Company Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Section 4.4 of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2020 and December 31, 20172019, and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports are unqualified) (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30March 31, 2020, 2021 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, cash flows and members’ equity for the three month period then ended (deficit) equity and cash flows of ECGcollectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”), are attached hereto . (b) Except as Schedule 3.6(aset forth on Section 4.4(b) of the Company Disclosure Schedules. Each of , the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books Each Group Company has devised and maintains a system of account internal accounting policies and financial records of the Enhanced Entities controls sufficient to provide reasonable assurances that (i) transactions are true and correct in all material respects and have been prepared and are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) that the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not received written notice from an independent auditor regarding (i) any fraud that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth on Section 4.4(e) of the Company Disclosure Schedules, no Group Company has any material Liabilities, except (i) Liabilities specifically reflected and adequately reserved against in Schedule 3.6(dthe Financial Statements or specifically identified in the notes thereto, (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of or was caused by any breach of Contract or material infringement or violation of Law), no Enhanced Entity has entered into (iii) Liabilities arising under this Agreement, the Ancillary Agreements or the performance by the Company of its obligations hereunder or thereunder or (iv) Liabilities for Transaction Expenses. (f) No Group Company maintains any undertaking, guarantee or similar agreement on behalf “off-balance sheet arrangement” within the meaning of any GP Entity, Seller, any present or former employee, officer, or director Item 303 of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG E2open and its Subsidiaries as of December 31February 29, 20192020, December 31February 28, 2019 and February 28, 2018 and December 31, 2017, and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPE2open’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG E2open and its Subsidiaries as of September 30August 31, 2020, 2020 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the six (6) month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, E2open and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of E2open and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth on Schedule 4.4(e), (i) the Company (A) has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of E2open Intermediate, LLC, (B) has no assets other than 100% of the limited liability company interests of E2open Intermediate, LLC, (C) has no Liabilities and (ii) E2open Intermediate (A) was formed solely for the purpose of holding 100% of the limited liability company interests of E2open, (B) has not conducted any material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of E2open, (C) has no assets other than 100% of the limited liability company interests of E2open and has never engaged in any other activities other than incident to its ownership of E2open and (D) has no Liabilities. (f) Except as set forth on Schedule 3.6(d4.4(f), no Enhanced Entity Group Company has entered into any undertakingLiabilities that are required to be disclosed on a balance sheet in accordance with GAAP, guarantee except (i) Liabilities specifically reflected and adequately reserved against in the Audited Financial Statements or similar agreement on behalf specifically identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of or was caused by any GP Entitybreach of Contract, Sellerinfringement or violation of Law); (iii) Liabilities arising under this Agreement, any present the Ancillary Agreements or former employeethe performance by the Company of its obligations hereunder or thereunder; or (iv) for fees, officercosts and expenses for advisors and Affiliates of the Group Companies, or director of an Enhanced Entity in including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (g) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Schedule 4.7(a) sets forth (i) the audited consolidated balance sheets, including unaudited statement of income of the consolidated schedules of investments, of ECG as of December Company for the twelve-month period ended August 31, 20192006 (the "Statement Date," and such unaudited statement of income, December 31, 2018 and December 31, 2017the "Statement of Income"), and the related audited consolidated statements unaudited balance sheet of operationsthe Company as of August 31, members’ 2006 (deficit) equity and cash flows of ECG, together with all related notes theretothe Statement of Income, accompanied by the reports thereon of ECG’s independent auditors"2006 Financials"), and (ii) the audited consolidated unaudited balance sheets, including sheet of the schedules of investments, of ECP Company as of December August 31, 2019, December 2005 and the unaudited statement of income of the Company for the 5 month period ended August 31, 2018 and December 31, 20172005 (the "2005 Financials", and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes theretothe 2006 Financials, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “"Annual Financial Statements”") and (iii) the unaudited consolidated statement of income of the Company for the three month period ended November 30, 2006 (the "Interim Statement of Income") and the unaudited balance sheet, including sheet of the consolidated schedule of investments, of ECG Company as of September November 30, 20202006 (the "Interim Balance Sheet" and together with the Interim Statement of Income, the "Interim Financials"; and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, Interim Financials together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively Annual Financials Statements referred to as the “Interim "Financial Statements”". Except as set forth on Schedule 4.7(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the historical accounting policies and books and records of the applicable Enhanced Entities, (y) have been prepared in accordance Business and are consistent with GAAP applied on a consistent basis throughout basis, subject to normal year end adjustments and the periods indicated (except as may be indicated absence of footnotes. The Financial Statements constitute "trial balance" statements which in the notes theretocase of the 2005 Financials have been incorporated without adjustment into Parent's audited financial statements for such fiscal year which were audited by BDO Dunwoody, LLP. (b) and (z) fairly presentExcept as set forth on Schedule 4.7(b), the Financial Statements present fairly, in all material respects, the consolidated financial position, position and results of operations and cash flows of the applicable Enhanced Entities Company, as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30The Company does not have any debt, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, otherwise or whether known or unknown, that would be unknown of a nature required by GAAP to be reflected in on a consolidated balance sheet of an Enhanced Entityprepared in accordance with GAAP, except for other than any such debts, liabilities or obligations (i) liabilities and obligations, reflected or reserved against on the Financial Statements or the notes thereto or (ii) incurred in the ordinary course of business consistent with past practice since the date of the Reference Interim Balance Sheet, (ii) liabilities and obligations that are not, individually or Sheet in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation Ordinary Course of Transaction Expenses. (c) The books of account and financial records Business of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceCompany. (d) Except The Company had no assets, liabilities or operations prior to March 25, 2005, other than obligations under the Assignment and Assumption Agreement dated as set forth in of March 25, 2005 by and between Seller and the Company (the "Kraft Assignment Agreement") pursuant to which the Company assumed all the obligations under the Asset Purchase Agreement, dated December 22, 2004, between Seller and Kraft Foods Global, Inc. and the related agreements listed on Schedule 3.6(d4.7(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Trust has previously delivered to Purchaser the (i) audited balance sheet of the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG Company as of December 31, 2019, December 31, 2018 and December 31, 20172007, and the related audited consolidated statements of operationsincome, memberscash flow and shareholders’ (deficit) equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by a copy of such auditor’s report (the reports thereon of ECG’s independent auditors“2007 Financials”), and (ii) audited balance sheet of the audited consolidated balance sheets, including the schedules of investments, of ECP Company as of December 31, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, memberscash flow and shareholders’ deficit equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon a copy of ECPsuch auditor’s independent auditors report (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements2008 Financials”) and ), (iii) audited balance sheet of the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG Company as of September 30December 31, 20202009, and the related consolidated audited statements of operationsincome, memberscash flow and shareholders’ equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report (deficit) equity and cash flows of ECG, together with all related notes theretothe “2009 Financials”), and (iv) audited balance sheet of the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP Company as of September 30December 31, 20202010 (the “Latest Balance Sheet”), and the related consolidated audited statements of operationsincome, memberscash flow and shareholders’ deficit equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows accompanied by a copy of ECPsuch auditor’s report (the “2010 Financials”, and together with all related notes thereto (the foregoing clauses (iii) 2009 Financials, the 2008 Financials and (iv) collectively referred to as the 2007 Financials, the “Interim Historical Financial Statements”), are attached hereto . The 2010 Financials shall also be referred to herein as Schedule 3.6(a) of the Disclosure Schedules“Latest Financial Statements”. Each of the The Historical Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany (together with AVP in the case of the Latest Financial Statements) and fairly present in all material respects the financial condition of the Company (together with AVP in the case of the Latest Financial Statements) as of the dates indicated and the results of operations of the Company (together with AVP in the case of the Latest Financial Statements) for the respective periods indicated, (y) and have been prepared in accordance with GAAP applied GAAP. Neither the Company nor AVP has any liability of a nature required to be disclosed on a consistent basis throughout the periods indicated (except as may be indicated balance sheet or in the notes thereto) and (z) fairly present, to financial statements prepared in all accordance with GAAP which are individually or in the aggregate material respects, to the consolidated financial positionbusiness, results of operations and cash flows or financial condition of the applicable Enhanced Entities Company and AVP taken as of the respective dates thereof and for the respective periods indicated thereina whole, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually for liabilities or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent obligations adequately accrued reflected or reserved against in on the unaudited consolidated balance sheet of ECG Latest Balance Sheet or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none described on Section 4.9 of the Enhanced Entities has any liability Disclosure Schedule and liabilities or obligation of any natureobligations incurred since December 31, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred 2010 in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesbusiness. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192017, December 31, 2018 and December 31, 2017, 2019 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports shall be unqualified) (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30, 2020, the Latest Balance Sheet Date (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the one month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (y) that the Audited Financial Statements and the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (z) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will required by GAAP, in each case of clauses (x), (y) or (z), which are not, expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued in amount or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenseseffect. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except for the Transaction Expenses, Liabilities incurred since the Latest Balance Sheet Date and Liabilities set forth on Schedule 3.4(e), (i) the Company (A) has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has no Liabilities in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP and (ii) the Company (A) was formed solely for the purpose of holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has not conducted any material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (C) has never engaged in any other activities other than incident to its ownership of the Company Subsidiaries and (D) has no Liabilities in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP. (f) Except as set forth in on Schedule 3.6(d3.4(f), no Enhanced Entity Group Company has entered into any undertaking, guarantee or similar agreement on behalf Liabilities of any GP Entitynature whatsoever in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, Sellerexcept (i) Liabilities expressly set forth in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, any present or former employeearises out of, officerrelates to, is in the nature of, or director was caused by any breach of an Enhanced Entity Contract or, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, other than those arising in compliance with Section 5.1; or (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (g) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True Section 2.6 of the Disclosure Schedule contains true and complete copies of (i) the audited consolidated balance sheetssheet of the Company and its subsidiaries (other than SageQuest) and the audited consolidated balance sheet of SageQuest, including the consolidated schedules of investments, of ECG each as of at December 31, 20192009, December 31, 2018 2008 and December 31, 20172007, and each including the related audited consolidated statements of operations, members’ (deficit) equity results of operations and cash flows of ECGflows, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditors, auditors (together the “Audited Financial Statements” ) and (ii) the audited unaudited consolidated balance sheetssheet of the Company and its subsidiaries as at September 30, including 2010 (the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, “Balance Sheet Date”) and the related audited unaudited consolidated statements of operations, members’ deficit results of operations and cash flows of ECGflows, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”), are attached hereto . Except as Schedule 3.6(a) noted in Section 2.6 of the Disclosure Schedules. Each Schedule, each of the Financial Statements and the Interim Financial Statements (xA) have has been prepared in accordance with the books and records of the applicable Enhanced Entities, Fleetmatics Entities pertaining to the Business and (yB) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ). The Audited Financial Statements give a true and (z) fairly presentfair view of, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its subsidiaries (other than Sagequest), or, as the case may be, of SageQuest, each as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein therein. The Interim Financial Statements give a true and subject, in the case fair view of the Interim Financial Statementsconsolidated financial position, results of operations and cash flows of the Company and its subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein, and except to normal and recurring year-end adjustments the extent that will notany misstatement or omission therein, whether individually or in the aggregate, be material and the absence of footnoteswould not have a Material Adverse Effect. (b) Except as and to the extent adequately provided for, accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company as at the Balance Sheet Date and the unaudited balance sheets as at the Balance Sheet Date of September 30, 2020 each of those Fleetmatics Entities which was at that date a subsidiary of the Company (collectivelysuch balance sheets together with all related notes and schedules thereto, the “Reference Balance Sheet”), none of the Enhanced Fleetmatics Entities has any liability or obligation of any naturematerial nature arising out of, relating to or affecting any of the Fleetmatics Entities, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entityany of the relevant Fleetmatics Entities or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since as from the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesSheet Date. (c) The books of account and financial records of each of the Enhanced Fleetmatics Entities are true and correct in all material respects and pertaining to the Business have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 4.4(a) of the Disclosure Schedules to the BCA are true and complete copies of the following financial statements (such financial statements, the “Financial Statements: (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its subsidiaries as of December 31, 2019, December 31, 2018 2020 and December 31, 2017, 2019 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its subsidiaries (the “Unaudited Balance Sheet”) as of September 30April 3, 2020, 2021 (the “Latest Balance Sheet Date”) and the related unaudited consolidated statements of operations, members’ (deficit) equity comprehensive loss and cash flows of ECGfor the fiscal quarter then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”), are attached hereto . (b) Except as set forth on Schedule 3.6(a4.4(b) of the Disclosure Schedules. Each of Schedules to the BCA, the Financial Statements (i) have been prepared from the books and records of the Interim Financial Statements Company and its subsidiaries; (xii) have been prepared in accordance with the books and records of the applicable Enhanced Entities, United States generally accepted accounting principles (y“GAAP”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth on Schedule 4.4(e) of the Disclosure Schedules to the BCA, no Group Company has any liabilities that are required to be disclosed on a balance sheet in Schedule 3.6(daccordance with GAAP, except (i) liabilities adequately reserved against in the Financial Statements; (ii) liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (as defined in BCA), no Enhanced Entity has entered into none of which results from, arises out of or was caused by any undertakinginfringement or violation of law; (iii) liabilities arising under this Agreement, guarantee the Ancillary Agreements or similar agreement on behalf the performance by the Company of any GP Entityits obligations hereunder or thereunder; or (iv) for fees, Sellercosts and expenses for advisors and affiliates of the Group Companies, any present or former employeeincluding with respect to legal, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director of the CompanyGroup Companies in connection with the transaction contemplated by this Agreement and the Ancillary Agreements (as defined in the BCA).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 6.5(a) of the Disclosure Schedules contains the following financial statements: (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG Industries and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated statements of operationsincome, members’ (deficit) changes in shareholder’s equity and cash flows for the fiscal year then ended; (ii) the unaudited consolidated balance sheet of ECGIndustries and its Subsidiaries as of October 31, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors2019, and the related unaudited consolidated statement of income for the ten (ii10)-month period then ended; (iii) the audited consolidated balance sheets, including the schedules sheet of investments, of ECP Xxxxxx Road and its Subsidiary and Affiliate as of December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated statements of operationsincome, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPchanges in shareholder’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and for the fiscal year then ended; and (iv) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECP Xxxxxx Road and its Subsidiary and Affiliate as of September 30October 31, 20202019 (together with the unaudited consolidated balance sheet of Industries and its Subsidiaries referenced in clause (ii) above, the “Latest Balance Sheets”), and the related unaudited consolidated statements statement of operations, members’ deficit and cash flows of ECP, together with all related notes thereto income for the ten (the foregoing clauses 10)-month period then ended. (iiib) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements foregoing financial statements (including in all cases the notes thereto, if any) is correct and the Interim Financial Statements (x) have complete in all material respects and has been prepared in accordance with the information contained in the books and records of the applicable Enhanced EntitiesCompanies and their respective Subsidiaries and Affiliates, (y) have as applicable, fairly presents in all material respects the financial condition and operating results of such entities for the periods covered thereby, and has been prepared in accordance with GAAP as in effect from time to time consistently applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto) and (z) fairly present), in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statementsunaudited financial statements, to the absence of footnote disclosures and other presentation items and changes resulting from normal and recurring year-end adjustments that will are not, individually or in the aggregate, be material. The books of account and financial records of the Companies and their respective Subsidiaries and Affiliates are true and correct in all material respects and the absence of footnoteshave been prepared and are maintained in accordance with sound accounting practice. (bc) Except as and to the extent adequately accrued or reserved reversed against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”)Latest Balances Sheets, none of the Enhanced Entities Companies or any of their respective Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and whether or not required by GAAP or the Accounting Methods to be reflected in a consolidated balance sheet of an Enhanced Entityany Company or its Subsidiaries or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Latest Balance SheetSheets, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Companies or (iii) liabilities and obligations included in the computation any of Transaction Expensestheir Subsidiaries. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the The Company’s audited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheet as of December 31, 20192013 and the related consolidated statement of income, stockholders’ equity and cash flows for the fiscal year then ended and the Company’s audited balance sheet and statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2018 2012 and December 31, 20172011 and the Company’s unaudited consolidated balance sheet as of September 30, 2014 (the “Latest Balance Sheet”) and the related audited consolidated statements statement of operationsincome, membersstockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors nine months then ended (the foregoing clauses (i) audited and (ii) collectively referred to as unaudited financial statements, collectively, the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in all material respects in accordance with GAAP, consistently applied, (ii) have been prepared from and are in accordance in all material respects with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Group Companies and (ziii) present fairly present, in all material respects, respects the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Group Companies (taken as a whole) as of the respective dates thereof times and for the respective periods indicated referred to therein, except as otherwise noted therein and subject, subject in the case of the Interim Financial Statements, unaudited financial statements to the absence of footnote disclosures and other presentation items and normal and recurring year-end adjustments that will notaudit adjustments. The Company has provided Parent with true, individually or complete and correct copies of the Financial Statements in the aggregate, be material and the absence of footnotesSchedule 3.06(a). (b) Except as and to There are no Liabilities of the extent adequately accrued Group Companies except (i) Liabilities disclosed in Schedule 3.06(b), (ii) Liabilities reflected or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Latest Balance Sheet”), none (iii) Liabilities incurred since the date of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred Latest Balance Sheet in the ordinary course of business consistent with past practice since practice, (iv) Liabilities incurred in accordance with the date terms of any Material Contract with any of the Reference Balance Sheet, Group Companies (iiother than in connection with a breach of any such Material Contract) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iiiv) liabilities and obligations included in the computation of Transaction Expensesimmaterial Liabilities. (c) The books Group Companies have devised and maintained and do maintain systems of account and financial records of the Enhanced Entities internal accounting controls with respect to their businesses sufficient to provide reasonable assurances that (i) all transactions are true and correct in all material respects and have been prepared and are maintained in all material respects executed in accordance with sound accounting practicethe general and specific authorization of the management of the Company, (ii) all transactions are recorded, with enforceable agreements and without side arrangements outside the standard statement of work process, as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items and (iii) all off balance sheet arrangements are properly identified and quantified. (d) The Accounts of Aditi Technologies Private Limited have been prepared in accordance with India GAAP and consistently applied accounting principles of Aditi Technologies Private Limited, provided such principles do not conflict with India GAAP, so as to give a true and fair view in all material respects of the business (including the assets, liabilities and state of affairs) of Aditi Technologies Private Limited as at the date of the First Closing as defined in the Aditi Stock Purchase Agreement. The Accounts of INSP India Software Development Private Limited, Aditi Technologies Europe GmbH and Aditi Technologies Ireland Private Limited have been prepared in accordance with applicable Indian Law and consistently applied accounting principles, so as to give a true and fair view in all material respects of their business (including the assets, liabilities and state of affairs). Except as set forth disclosed on the face of the Accounts, there are no Liabilities of Aditi Technologies Private Limited except (i) Liabilities of Aditi Technologies Private Limited disclosed in Schedule 3.6(d3.06(d), no Enhanced Entity has entered into any undertaking(ii) Liabilities of Aditi Technologies Private Limited incurred since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice, guarantee or similar agreement on behalf (iii) Liabilities of Aditi Technologies Private Limited incurred in accordance with the terms of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity Material Contract with Aditi Technologies Private Limited (other than in respect connection with a breach of any capital commitmentsuch Material Contract) and (iv) immaterial Liabilities. The Company has provided Parent with true, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director complete and correct copies of the CompanyAccounts in Schedule 3.06(d).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Schedule A.7(a) sets forth (i) the audited unaudited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG Yelmo Films as of December 31, 2019, December 31, 2018 and December 31, 20171997, and the related audited unaudited consolidated statements statement of operations, members’ (deficit) equity income and cash flows of ECGYelmo Films for the twelve-month period ended December 31, 1997, together with all related the notes theretoto such financial statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited unaudited consolidated balance sheets, including the schedules sheets of investments, of ECP Yelmo Films as of December 31, 2019, December 31, 2018 1996 and December 31, 2017, 1995 and the related audited unaudited consolidated statements of operations, members’ deficit income and cash flows of ECGYelmo Films for the years ended December 31, 1996 and December 31, 1995, together with all related the notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) such financial statements and (iii) the a pro forma unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG Yelmo Films as of September 30December 31, 20201997 (the "Balance Sheet"), and the related a pro forma unaudited consolidated statements statement of operations, members’ (deficit) equity income and cash flows for the twelve month period ended December 31, 1997, in each case, as adjusted to reflect the exclusion of ECGthe Excluded Assets and the elimination of certain intercompany accounts (the financial statements described above, together with all related the notes theretoto such financial statements, and (iv) collectively, the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim "Yelmo Financial Statements”"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Yelmo Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance conformity with GAAP consistently applied on a consistent basis throughout the periods indicated (except in each case as may be indicated described in the notes thereto) and fairly present (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end adjustments that will notaudit adjustments) the financial condition and results of operations of the Yelmo Group Companies (or, individually or in the aggregatecase of the Balance Sheet, be material the assets and liabilities of the absence Yelmo Group Companies as held in connection with the transactions contemplated by this Agreement) as of footnotesthe date thereof and for the period indicated. The parties acknowledge that the Yelmo Financial Statements have been prepared in Spanish and translated into English. Notwithstanding anything in this Agreement to the contrary, if any line item set forth in the English version of the Yelmo Financial Statements does not comply with GAAP but the equivalent line item in the Spanish version of the Yelmo Financial Statements does not comply with GAAP, the Spanish version of the Yelmo Financial Statements with respect to that line item will prevail. (b) Except as and The Yelmo Group Companies have no liabilities or obligations of any kind (whether absolute, accrued, contingent, determined, determinable or otherwise), except to the extent adequately accrued such liabilities or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for obligations (i) are fully reflected as liabilities and obligationsor reserved for on the Balance Sheet, or (ii) are disclosed in Schedule A.7(b) hereto, or (iii) are liabilities or obligations incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date and not in violation of any of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation terms of Transaction Expensesthis Agreement. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.6(a) of the Disclosure Schedules sets forth true and complete copies of the following financial statements, which, except as set forth on Schedule 3.6(a) of the Disclosure Schedules, and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, present fairly, in all material respects, the financial position and results of operations presented therein as of the dates of, and for the periods referred to in, such financial statements in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (collectively, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192012, December 31, 2018 2011 and December 31, 20172010, and the related audited consolidated statements of operations, members’ equity (deficit) equity ), and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECPits Subsidiaries, together with all related notes thereto (including consolidating statements), accompanied by the foregoing clauses reports thereon of the Company’s independent auditors (iii) and (iv) collectively referred to as the “Interim Audited Consolidated Annual Financial Statements”), are attached hereto as Schedule 3.6(a; (ii) the unaudited consolidated stand-alone balance sheet of the Disclosure Schedules. Each Acquired Entities as of the Financial Statements August 31, 2013, and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the related consolidated financial position, results stand-alone statements of operations and cash flows for the eight-month period ending on such date of the applicable Enhanced Acquired Entities (the “Interim Consolidated Financial Statements”); and (iii) the audited consolidated stand-alone balance sheet of the Acquired Entities as of December 31, 2012, and the respective dates thereof related audited consolidated stand-alone statements of operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and subjecttwelve-month period ending on such date of the Acquired Entities, in each case with respect to this clause (iii), as supplemented by the case unaudited adjustments to reflect the carve-out of Coyote Valley and the Residential Mortgages set forth on Schedule 3.20 of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesDisclosure Schedules. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company as of September 30August 31, 2020 2013 included in the Interim Consolidated Financial Statements (collectivelysuch balance sheet, the “Reference Balance Sheet”, and such date, the “Balance Sheet Date”), or as set forth on Schedule 3.6(b) of the Disclosure Schedules, none of the Enhanced Acquired Entities has any material liability or obligation of any nature, whether accrued, absolute, contingent contingent, or otherwise, whether known or unknown, that would be unknown of the type required by GAAP (as in effect on the Balance Sheet Date) to be reflected in a consolidated balance sheet of an Enhanced Entitythe Acquired Entities or disclosed in the notes thereto, except for (i) any liabilities and obligations, obligations incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesSheet Date. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Seller has delivered to the Purchaser a copy of (i) the audited unaudited financial statements of FPM as of June 30, 1996 and 1997 consisting in each case of an unaudited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, sheet at such respective date and the related audited unaudited consolidated statements statement of operations, members’ income for the applicable twelve (deficit12) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, month period then ended and (ii) the audited an unaudited consolidated balance sheetssheet of FPM as at February 28, including 1998 (the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, "FPM Balance Sheet") and the related audited unaudited consolidated statements statement of operationsincome for the eight (8) month period then ended (collectively, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “"Financial Statements”) and "). The Financial Statements are included as a part of Schedule 2.04. The Financial Statements (iii) but only to the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) ------------- knowledge of the Disclosure Schedules. Each of Seller with respect to the Financial Statements described in Section 2.04(a)(i) above) present fairly in all material respects the financial position of FPM and the Interim results of operations of FPM, in each case on a consolidated basis, as at the respective dates and for the respective periods covered thereby. The Financial Statements (x) have been prepared in accordance with but only to the books and records knowledge of the applicable Enhanced Entities, (ySeller with respect to the Financial Statements described in Section 2.04(a)(i) above) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in for the notes theretoabsence of (i) a statement of cash flows, (ii) footnotes and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim February 28, 1998 Financial Statements, to normal and recurring year-end adjustments that will notadjustments) and were prepared from the books and records of FPM. As of February 28, individually 1998, FPM owned, directly or indirectly all of the assets included in the aggregate, be material and the absence of footnotesFPM Balance Sheet. (b) Except as and to the extent adequately accrued set forth in Schedule 2.04 hereto, no Group Member has ------------- any liabilities or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation obligations of any nature, whether accrued, absolute, contingent or otherwise, whether known due or unknownto become due, that would be required by under GAAP (except for the absence of (i) a statement of cash flows, (ii) footnotes and (iii) in the case of the February 28, 1998 Financial Statements, year-end adjustments) to be reflected in set forth or reserved against on a consolidated balance sheet of an Enhanced EntityFPM, except for for: (i) liabilities and obligations, or obligations set forth or reserved against in the FPM Balance Sheet; and (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance SheetFebruary 28, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses1998. (c) The books of account Except for the intercompany obligations to be cancelled and financial records eliminated as set forth in Section 1.06 hereof and except for indebtedness for borrowed money among Group Members, as of the Enhanced Entities are true and correct in all material respects and Closing no Group Member will have been prepared and are maintained in all material respects in accordance with sound accounting practiceany indebtedness for borrowed money. (d) Except as set forth Schedule 2.04 expressly itemizes all "one-time" adjustments that ------------- have been made in Schedule 3.6(d)the period covered by the February 28, no Enhanced Entity has entered into 1998 Financial Statements. (e) The February 28, 1998 Financial Statements do not include any undertaking, guarantee revenues or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director expenses attributable to the operations of the Companyclinics in the State of Utah formerly operated by the Group Members or any revenues or expenses since January 1, 1998 attributable to the operation of certain clinics in the State of Florida formerly operated by the Group Members. The February 28, 1998 Financial Statements do include the revenues and expenses attributable to the operation of clinics in the State of Arizona by the Group Members which operations have been discontinued and such clinics closed prior to the Effective Date.

Financial Statements; No Undisclosed Liabilities. (a) True Copies of the following financial statements have been delivered to Parent or have been made available to Parent for its review and complete copies of are set forth on Schedule 4.4(a): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and as of December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated statements of operations, membersstockholders’ (deficit) equity equity, and cash flows of ECGfor the calendar year then ended, together with all related the notes thereto, accompanied by together with the reports thereon of ECG’s independent auditors, notes thereto (the “Audited Financial Statements”); and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company as of December August 31, 20192019 (such date, December 31the “Balance Sheet Date” and such balance sheet, 2018 and December 31, 2017the “Company Balance Sheet”), and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including statement of operations for the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ 8-month period then ended (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements” and, collectively with the Audited Financial Statements, the “Company Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Audited Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesGAAP, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved, and (zii) fairly present, in all material respects, the consolidated financial position, and results of operations operations, stockholders’ equity, and cash flows of the applicable Enhanced Entities Company and its Subsidiaries, on a consolidated basis, as of the respective dates thereof and for the respective periods indicated thereinindicated. Except as set forth on Schedule 4.4(b), except as otherwise noted therein and subject, in the case of the Interim Financial StatementsStatements (i) have been prepared by management of the Company in accordance with GAAP, to normal applied on a consistent basis throughout the periods involved (except for the absence of footnote disclosure and recurring any year-end adjustments in the ordinary course of business consistent with past practice), and (ii) fairly and accurately present, in all material respects, the financial position, and results of operations, stockholders’ equity, and cash flows of the Company and its Subsidiaries, on a consolidated basis, as of the dates and for the periods indicated. The Company Financial Statements were derived from the books and records of the Company. The transactions reflected in the Company Financial Statements represent bona fide transactions, and the revenues, expenses, assets and Liabilities of the Company and its Subsidiaries have been properly recorded therein in accordance with GAAP in all material respects. (c) Neither the Company nor any of its Subsidiaries have any Liabilities of any nature that will notare required to be reflected in the Company Financial Statements in accordance with GAAP other than (i) those set forth or adequately provided for on the Company Balance Sheet, (ii) those incurred in the conduct of the Company’s business since the Balance Sheet Date in the ordinary course of business that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount to the Company and its Subsidiaries, taken as a whole, and do not result from any breach of Contract or warranty or from any infringement, tort or violation of applicable Law, (iii) executory obligations pursuant to the express terms of any Contract that do not result from any breach of such Contract and (iv) those Liabilities incurred by the Company in connection with the execution of this Agreement (including Selling Expenses). Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability required to be material and reflected in the absence Company Financial Statements in accordance with GAAP to any third parties or entities, the purpose or effect of footnoteswhich is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied. Without limiting the generality of the foregoing, the Company is not the guarantor of any Indebtedness of any Person other than its Subsidiaries. (bd) Except Schedule 4.4(d) sets forth the names and locations of all banks and other financial institutions at which the Company or its Subsidiaries maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company and its Subsidiaries (the “Accounts Receivable”) as reflected on the Company Balance Sheet and to the extent adequately accrued or reserved against as will be reflected in the unaudited consolidated balance sheet Estimated Closing Statement, arose in the ordinary course of ECG business and represent bona fide claims against debtors for sales and other charges, and have been collected or ECP are collectible in the book amounts thereof within a time period consistent with past practice relating thereto, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Estimated Closing Statement, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are reasonably sufficient to provide for any losses that may be sustained on realization of September 30the applicable Accounts Receivable. The Accounts Receivable arising after the Balance Sheet Date and before the Closing Date, 2020 including all Accounts Receivable reflected in the Net Working Capital, (collectivelyi) arose or shall arise in the ordinary course of business, (ii) represented or shall represent bona fide claims against debtors for sales and other charges; and (iii) have been collected or are collectible in the “Reference Balance Sheet”)book amounts thereof within a time period consistent with past practice relating thereto, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. As of the Agreement Date, none of the Enhanced Entities Accounts Receivable are subject to any claim of offset, recoupment, set-off or counter-claim and, to the Company’s Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any liability Lien on any Accounts Receivable, and no agreement for deduction or obligation discount has been made with respect to any such Accounts Receivable. Schedule 4.4(e) sets forth, as of any naturethe Agreement Date, whether accruedan aging of the Accounts Receivable in the aggregate and by customer. Schedule 4.4(e) sets forth, absoluteas of the Agreement Date, contingent such amounts of Accounts Receivable that are subject to asserted warranty claims by customers. (f) Each item of Inventory of the Company or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for its Subsidiaries (i) liabilities is free of any material defect or deficiency; (ii) is in good, usable and obligations, incurred currently marketable condition in the ordinary course of business consistent with past practice since (subject, in the date case of raw materials and work-in-process, to the completion of the Reference Balance Sheet, (ii) liabilities production process); and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included is properly reflected in the computation books and records at the lesser of Transaction Expensescost and fair market value, with adequate obsolescence reserves, all as determined in accordance with GAAP consistently applied. Since the Balance Sheet Date, there have not been any write-downs of the value of, or establishment of any reserves against, any Inventory of the Company or any of its Subsidiaries, except for write-downs and reserves in the ordinary course of business consistent with past practice. (cg) The books of account Company has established and financial records of the Enhanced Entities are true and correct maintains a system sufficient in all material respects to provide reasonable assurances (i) that transactions, receipts and have been prepared expenditures of the Company and its Subsidiaries are maintained in all material respects being executed and made only in accordance with sound accounting practice. appropriate authorizations of management and their board of directors or partners; (dii) Except that transactions are recorded as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf necessary (x) to permit preparation of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation financial statements consistent with prior periods and (including in respect of capital contributions or “clawback” of carried interesty) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director to maintain accountability for the material assets of the CompanyCompany and its Subsidiaries; (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the material assets of the Company and its Subsidiaries; and (iv) that the amount recorded for material assets of the Company or any of its Subsidiaries on the books and records of the Company are compared with the existing material assets of the Company and its Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 3.11 of the Written Schedule of Exceptions contains the following financial statements (i) the audited consolidated balance sheetscollectively, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and ): (iiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Seller as of September August 30, 2020, 2012 (the “Interim Balance Sheet”) and the related consolidated statements of operationsincome, memberscash flow and stockholders’ equity for the eight-month period then ended (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a; and (ii) the unaudited balance sheets of the Disclosure SchedulesSeller as of December 31, 2011 and December 31, 2010 and the related statements of income, cash flow and stockholders’ equity for the respective twelve-month periods then ended. Each of the The Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with the books and records of the applicable Enhanced EntitiesSeller, (y) are complete and correct and fairly and accurately present in all material respects the financial condition of the Seller and the Business as of the dates indicated and the results of operations of the Seller and the Business for the respective periods indicated, and have been prepared in accordance with GAAP, consistently applied, except for the absence of complete footnote disclosure as required by GAAP applied on a and subject to changes resulting from normal, recurring period-end audit adjustments. The Financial Statements reflect the consistent basis application of GAAP throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesinvolved. (b) Except as and to the extent adequately the amounts are specifically accrued or reserved against disclosed in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectivelyInterim Balance Sheet, the “Reference Balance Sheet”), none of the Enhanced Entities has Seller does not have any liability or obligation of any naturematerial Liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Interim Balance Sheet, except for (i) liabilities and obligations, Liabilities that were incurred in the ordinary course of business consistent with past practice since the date of the Reference Interim Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the The audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2011 and December 31, 20172010, and the related audited consolidated statements of operations, memberschanges in stockholders’ (deficit) equity deficit and cash flows of ECGfor the year ended December 31, 2011, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited condensed consolidated balance sheetsheets of the Company and its Subsidiaries as at March 31, including the consolidated schedule of investments, of ECG as of June 30 and September 30, 20202012 (each, a “Balance Sheet”), and the related condensed consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of have been filed on the Disclosure SchedulesSEC’s EXXXX system. Each of the Financial Statements and the Interim Financial Statements (xi) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries (except as may be indicated in the notes thereto), (yii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company or any of its Subsidiaries of a nature required to the extent adequately accrued be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against in on the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectivelyInterim Financial Statements, the “Reference Balance Sheet”)Financial Statements or the notes thereto, none (ii) incurred since the date of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred Balance Sheet in the ordinary course of business consistent with past practice since the date of the Reference Balance SheetCompany and its Subsidiaries, or (iiiii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 6.05(a) of the Cargill Disclosure Schedule contains (i) the audited consolidated balance sheets, including the consolidated schedules sheet and statement of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows as of ECGand for the year ended May 31, 2003 for the operations of the Xxxxxxx Fertilizer Businesses, together with all related the appropriate notes theretoto such financial statements, accompanied by the reports report thereon of ECG’s KPMG LLP, independent auditorspublic accountants, and (ii) the audited consolidated unaudited combined balance sheets, including the schedules sheet and statement of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit operations and cash flows as of ECGand for the six-month period ended November 30, together with all related notes thereto, accompanied by 2003 for the reports thereon operations of ECP’s independent auditors the Cargill Fertilizer Businesses (the foregoing financial statements referred to in clauses (i) and (ii) are collectively referred to herein as the “Cargill Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Cargill Financial Statements and the Interim Financial Statements (x) have been prepared comply as to form in accordance all material respects with the books and records of the applicable Enhanced Entitiesaccounting requirements, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows condition of the applicable Enhanced Entities Cargill Fertilizer Businesses as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of unaudited statements, to the Interim Financial Statements, absence of footnote disclosure and to normal and recurring year-end adjustments that will notaudit adjustments). For purposes of this Section 6.05(a), individually or in the aggregate, be material Cargill Financial Statements include the Affiliated CFJVs and the absence equity interests of footnotesthe Unaffiliated CFJVs. (b) Except (i) as and to the extent adequately accrued or reserved against set forth in the unaudited consolidated balance sheet Cargill Financial Statements, (ii) as incurred in the ordinary course of ECG business since May 31, 2003 and (iii) as may arise out of or ECP as of September 30, 2020 (collectivelyin connection with this Agreement and the transactions contemplated hereby, the “Reference Balance Sheet”), none of the Enhanced Entities has Cargill Fertilizer Businesses do not have any liability liabilities or obligation obligations of any nature, nature (whether accrued, absolute, contingent or otherwise, whether known or unknown, ) that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material aggregate would reasonably be expected to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesCargill Material Adverse Effect. (c) The books of account and financial records Section 6.05(c) of the Enhanced Entities are true Cargill Disclosure Schedule lists, and correct Cargill has delivered to IMC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceItem 303(a) of Regulation S-K of the SEC) effected by Cargill or its Subsidiaries relating to the Cargill Fertilizer Businesses since January 1, 2003. (d) Except as set forth To the knowledge of Cargill without independent investigation, there are no pending or threatened claims, suits, actions or proceedings seeking damages against Cargill or its Subsidiaries involving a material business or facility formerly owned by or used primarily in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity the Xxxxxxx Fertilizer Businesses that would reasonably be expected to result in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companya Cargill Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True Section 4.14 of the BridgeBio Disclosure Letter sets forth true, complete and complete correct copies of (i) the audited unaudited consolidated balance sheets, including the consolidated schedules sheets of investments, of ECG each In-Scope Entity as of December 31June 30, 2019, December 31, 2018 and December 31, 20172024, and the related audited unaudited consolidated statements of operationsoperations for the six (6) month period then ended (together, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP (consistently applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes theretoinvolved) and (z) fairly presentare in accordance with the accounting records of BridgeBio and its Subsidiaries, and present fairly, in all material respects, the consolidated financial position, condition and results of operations and cash flows of each In-Scope Entity, as of the applicable Enhanced Entities as date or period covered thereby, subject to (i) normal year-end adjustments, (ii) the absence of footnotes, and (iii) the exclusion of Excluded Assets and Excluded Liabilities. (b) None of the respective dates thereof and for Acquired Subsidiaries has any Liabilities of a type that would be required to be reflected on a balance sheet of the respective periods indicated thereinAcquired Subsidiaries prepared in accordance with GAAP, except as otherwise noted therein for (i) Liabilities reflected (and subject, reserved for in accordance with GAAP) in the case of the Interim Financial Statements, (ii) Liabilities that have arisen after the date of the Financial Statements in the ordinary course (none of which relates to normal a breach of Contract, breach of warranty, tort, misappropriation, infringement, violation of Law or a Legal Proceeding) and recurring year-end adjustments that will not(iii) Liabilities that, individually or in the aggregate, would not be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced EntitiesAcquired Subsidiaries, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True The quarterly and complete copies annual historical consolidated financial statements of the Company (including any notes and schedules thereto) included in the Company SEC Documents (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with from the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) have been complied as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (iii) were prepared in accordance conformity with GAAP as in effect as of the dates of such financial statements, applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes theretothereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved and (ziv) fairly present, in all material respects, the consolidated financial position, position of the Company and its respective consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods therein indicated therein, except as otherwise noted therein and (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, are not expected to be material and the absence of footnotesin amount). (b) Except (1) as and to the extent adequately accrued set forth, reflected or reserved against in the unaudited consolidated balance sheet (including the notes thereto) of ECG or ECP as of September 30, 2020 the Company included in its Annual Report on Form 10-K (collectively, the “Reference Balance SheetForm 10-K”)) for the fiscal year ended December 31, none of the Enhanced Entities has 2002, (2) as set forth, reflected or reserved against in any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet (including the notes thereto) of an Enhanced Entitythe Company included in any other Company SEC Documents filed with the SEC after the filing date of the Form 10-K and prior to the date hereof, except (3) for (i) liabilities and obligationsobligations incurred since June 30, incurred 2003 in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheetpractice, or not otherwise prohibited pursuant to this Agreement, and (ii4) for liabilities and obligations that are incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, material to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesCompany Material Adverse Effect. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Seller has furnished Purchaser with (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company as of at December 31, 2019, December 31, 2018 2011 and December 31, 2017, 2010 and the related audited consolidated statements of operationsincome, members’ (deficit) member’s equity and cash flows of ECGfor the fiscal years ended December 31, together with 2011 and December 31, 2010, all related notes thereto, accompanied certified by the reports thereon of ECGCompany’s independent auditorsaccountants, and (ii) the audited consolidated interim unaudited balance sheetssheet of the Company as at December 31, 2012 (the “Balance Sheet Date”) and the related interim unaudited statements of income, member’s equity and cash flows for the fiscal year then ended. The financial statements referred to above, including the schedules of investmentsfootnotes thereto (collectively, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet), including the consolidated schedule of investments, of ECG except as of September 30, 2020described therein, and in the related consolidated statements case of operationsinterim Financial Statements, members’ (deficit) equity and cash flows except for the absence of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred subject to as the “Interim Financial Statements”)normal year-end audit adjustments, are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis consistently followed throughout the periods indicated indicated. (except as may be indicated b) The audited balance sheets of the Company referred to in the notes thereto) and (zSection 2.5(a)(i) fairly present, in all material respects, the consolidated financial positionposition of the Company as at December 31, 2011 and December 31, 2010, respectively, and the related audited statements of income, member’s equity and cash flows fairly present, in all material respects, the results of operations the operations, member’s equity and cash flows of the applicable Enhanced Entities as Company for the fiscal years then ended. The unaudited balance sheet of the respective dates thereof Company referred to in Section 2.5(a)(ii) fairly presents, in all material respects, the financial position of the Company as at the Balance Sheet Date and the related statements of income, member’s equity and cash flows fairly present, in all material respects, the results of the operations, member’s equity and cash flows of the Company for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesperiod indicated. (bc) Except as and to the extent adequately accrued The Company does not have any claims or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation Liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitykind, except for (i) liabilities claims or Liabilities set forth in the unaudited Financial Statements of the Company as at and obligationsfor the twelve (12) fiscal month period ended December 31, 2012, (ii) future executory Liabilities arising under any Material Contract or IP License (other than as a result of breach thereof) and (iii) accounts payable to trade creditors and accrued expenses, in each case, incurred subsequent to the Balance Sheet Date in the ordinary course of business consistent with past practice since the date practice; and (iv) Liabilities set forth on Schedule 2.5(c) of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesSeller Disclosure Letter. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Company has delivered to the Purchaser (i) the Company’s consolidated audited consolidated balance sheetssheets as at November 30, including 2004, November 30, 2003, November 30, 2002, November 30, 2001 and November 30, 2000 (such audited balance sheet at November 30, 2004, the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, "Balance Sheet") and the related audited consolidated statements of operationsincome, members’ (deficit) equity cash flow and cash flows of ECGretained earnings for the 12-month periods then ended, together with all related notes thereto, each accompanied by the reports thereon of ECG’s independent auditorsBDO Dunwoody, and LLP, Ernst & Young, LLP or Xxxxxxx Xxxxx, CPA (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the case may be), independent chartered (or certified, as the case may be) accountants, which firms have audited such financial statements (collectively, the “Annual Financial Statements”) and (iiiii) the unaudited Company’s consolidated balance sheetsheet as at each of August 31, including the consolidated schedule of investments2005, of ECG as of September 30, 20202005, October 31, 2005 and November 30, 2005 (the “Current Balance Sheet”) and the related consolidated statements of operationschanges in financial position for the nine, members’ (deficit) equity ten, 11 and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto 12-month periods then ended (the foregoing clauses (iii) and (iv) collectively items referred to as in clause (ii), the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xincluding, without limitation, all schedules and notes thereto) are complete and correct in all material respects, have been prepared in accordance with from the books and records of the applicable Enhanced EntitiesCompany (on a consolidated basis) and, (yexcept as set forth on Schedule 3.05(a) have been prepared hereto, in accordance with GAAP consistently applied on a consistent basis and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments that will notadjustments, individually or which, if included, would not have a material effect on the information on such Interim Financial Statements), and fairly present in all material respects the aggregate, be material financial condition of the Company (on a consolidated basis) as at their respective dates and the absence results of footnotesits operations for the periods covered thereby. The Annual Financial Statements include all footnotes and all adjustments (which consist only of normal recurring accruals) necessary for such fair presentation. (b) Except as and to the extent adequately accrued set forth in or reserved against in the unaudited consolidated balance sheet Current Balance Sheet or as identified on Schedule 3.05(b) hereto, and except for current liabilities (determined in accordance with GAAP consistently applied) incurred since the Current Balance Sheet Date in the ordinary course of ECG business consistent with past practices (and not materially different in type or ECP as amount from those incurred in the Company's (and its Subsidiaries’) conduct of September 30, 2020 (collectivelyits business in the ordinary course), the “Reference Balance Sheet”), none of the Enhanced Entities has any liability Company and its Subsidiaries have no liabilities or obligation obligations of any nature, whether accrued, absolute, known or unknown, contingent or otherwise, whether known due or unknownto become due, that would be required by whether properly reflected under GAAP to be reflected in as a consolidated balance sheet of liability or a charge or reserve against an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are asset or equity account or not, individually and whether the amount thereof is readily ascertainable or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesnot. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Section 5.5 of the Company Disclosure Schedule sets forth accurate and complete copies of the following financial statements: (i) the audited consolidated balance sheetssheet of TMFS Holdings, including LLC and its Subsidiaries (or the consolidated schedules predecessors of investmentssuch Persons), of ECG as of December 31, 20192012, December 312013 and 2014, 2018 and December 31, 2017, and (ii) the related audited consolidated statements of operationsincome, members’ (deficit) equity equity, and cash flows flow of ECGTMFS Holdings, together with all related notes thereto, accompanied by LLC and its Subsidiaries for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of years ended December 31, 20192012, December 31, 2018 and December 31, 20172013, and the related audited consolidated statements of operations2014, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheets of TMFS Holdings, including the consolidated schedule of investments, of ECG LLC and its Subsidiaries as of September 30August 31, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto2015, and (iv) the related unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operationsincome, members’ deficit equity, and cash flows flow of ECPTMFS Holdings, together with all related notes thereto LLC and its Subsidiaries for the eight-month period ended August 31, 2015 (the foregoing items referred to in clauses (i) and (ii), the “Audited Financial Statements”, items referred to in clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”), are attached hereto . Except as Schedule 3.6(a) set forth on Section 5.5 of the Company Disclosure Schedules. Each of , the Financial Statements and (including the Interim related notes included in the Audit Financial Statements Statements, where applicable) (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yi) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated noted therein or in the notes thereto), (ii) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries in all material respects, and (ziii) fairly presentpresent fairly, in all material respects, the consolidated financial position, results of operations operations, members’ equity and cash flows of the applicable Enhanced Entities TMFS Holdings, LLC and its Subsidiaries as of the respective dates thereof and for or the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesthen ended. (b) Except as and Neither the Company nor any of its Subsidiaries has any material Liabilities required to the extent adequately accrued be disclosed by GAAP other than (i) those reflected or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30Financial Statements, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (iii) liabilities and obligations, those incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance SheetAugust 31, 2015, (iiiii) liabilities those incurred pursuant to obligations arising under Contracts, other than arising out of or resulting from a breach or default under such Contracts, (iv) those incurred in connection with this Agreement and obligations the transactions contemplated hereby, or (v) Liabilities that are not, individually or in the aggregate, not material to the Enhanced EntitiesCompany and its Subsidiaries. Except for Liabilities reflected in the Financial Statements, taken as a wholeneither the Company nor any of its Subsidiaries has any material off balance sheet Liability of any nature to, or (iii) liabilities any material financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company and obligations its Subsidiaries. All reserves that are set forth in or reflected in the consolidated balance sheets included in the computation Financial Statements have been established in accordance with GAAP consistently applied in all material respects. Neither the Company nor any of Transaction Expenses.its Subsidiaries is a party to any material “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) The books Company and each of account its Subsidiaries have in place systems and financial records processes that are customary for a company at the same stage of development as the Company and that are designed to (1) provide reasonable assurances regarding the reliability of the Enhanced Entities are true Financial Statements, (2) in a timely manner accumulate and correct communicate in all material respects to Company’s principal executive officer and have been prepared and are maintained principal financial officer the type of information that would be required to be disclosed in all material respects in accordance with sound accounting practicethe Financial Statements. (d) Except as set forth in Schedule 3.6(d)Since October 1, no Enhanced Entity 2011, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, the Company’s independent auditors or any current or former Representative of the Company or any of its Subsidiaries, has entered into any undertaking, guarantee identified or similar agreement on behalf been made aware of any GP Entityfraud that involves Company’s management or other current or former employees, Sellerconsultants, members, managers or directors of the Company or any of its Subsidiaries, or any claim or allegation of material fraud involving any of the foregoing persons. (e) Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any present or former employeedirector, officer, manager, member, employee, auditor, accountant or director Representative of an Enhanced Entity in respect the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any capital commitmentmaterial complaint, capital contributionallegation, return obligation (including assertion or claim, which is in respect writing, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of capital contributions the Company or “clawback” any of carried interest) its Subsidiaries or other substantially similar payments owed their respective internal accounting controls or any material inaccuracy in the Company’s Financial Statements. No attorney representing the Company or any of its Subsidiaries, whether or not employed by such GP Entitythe Company or any of its Subsidiaries, Seller has reported to the Board of Managers of the Company or present or former employee officer or director any committee thereof or, to the Knowledge of the Company, to any manager, officer or member of the Company evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, managers, members, employees or agents.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG Archaea and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, 2019 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGArchaea’s independent auditors, and auditors (which reports shall be unqualified) (the “Audited Financial Statements”); and (ii) the audited unaudited consolidated balance sheets, including the schedules sheet of investments, of ECP Archaea and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, 2020 (the “Unaudited Balance Sheet”) and the related audited unaudited consolidated statements of operationscomprehensive loss, members’ deficit and cash flows of ECGfor the 12 month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of Archaea and its Subsidiaries as of the dates thereof and its consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material (in nature or amount) individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) Archaea has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except for the Transaction Expenses, the transactions contemplated by the Pre-Closing Reorganization, Liabilities incurred since the Latest Balance Sheet Date and Liabilities set forth on Schedule 3.4(e), (i) (A) the Company has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (B) the Group Companies have no Liabilities in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP and (ii) the Company (A) was formed solely for the purpose of holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has not conducted any material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (C) has never engaged in any other activities other than incident to its ownership of the Company Subsidiaries and (D) has no Liabilities in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP. (f) Except as set forth in on Schedule 3.6(d3.4(f), no Enhanced Entity Group Company has entered into any undertaking, guarantee or similar agreement on behalf Liabilities of any GP Entitynature whatsoever in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, Sellerexcept (i) Liabilities expressly set forth in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, any present or former employeearises out of, officerrelates to, is in the nature of, or director was caused by any breach of an Enhanced Entity Contract or, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Group Companies of their respective obligations hereunder or thereunder, other than those arising in compliance with Section 5.1; or (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (g) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 4.4(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2020 and December 31, 2017, 2019 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30, 2020, the Latest Balance Sheet Date (the “Unaudited Balance Sheet“) and the related unaudited consolidated statements of operations, members’ (deficit) equity comprehensive loss and cash flows of ECGfor the fiscal quarter then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record and report financial information. (e) Except as set forth in on Schedule 3.6(d4.4(e), no Enhanced Entity Group Company has entered into any undertakingLiabilities that are required to be disclosed on a balance sheet in accordance with GAAP, guarantee except (i) Liabilities adequately reserved against in the Financial Statements; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of or similar agreement on behalf was caused by any infringement or violation of any GP EntityLaw); (iii) Liabilities arising under this Agreement, Sellerthe Ancillary Agreements or the performance by the Company of its obligations hereunder or thereunder; or (iv) for fees, any present or former employeecosts and expenses for advisors and Affiliates of the Group Companies, officerincluding with respect to legal, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entitythe Group Companies in connection with the transaction contemplated by this Agreement and the Ancillary Agreements. (f) Except as will be disclosed in the Proxy Statement, Seller or present or former employee officer or director no Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and the Subsidiary as of at December 31, 20192009, December 31, 2018 2008 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and the Subsidiary, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and the Subsidiary as of September at June 30, 20202010, and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, Company and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto Subsidiary for the six-month period then ended (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and the Subsidiary, (yii) have been prepared in accordance with Danish GAAP (and with respect to revenue and revenue recognition only, GAAP) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and applicable Law on good accounting practices, subject, in the case of the Interim Financial Statements, to the exceptions contained in Schedule 2.3(a), and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and the Subsidiary as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company and the Subsidiary as of September at June 30, 2020 2010 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”), none ) or as set forth in Schedule 3.7(b) of the Enhanced Entities Disclosure Schedules, neither the Company nor the Subsidiary has (i) any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and required by Danish GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Company and the Subsidiary or disclosed in the notes thereto or (ii) obligations to pay money that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by Danish GAAP to be reflected in a consolidated balance sheet of the Company and the Subsidiary or disclosed in the notes thereto, except in each case for (i) liabilities and obligations, obligations incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Company or (iii) liabilities and obligations included in the computation of Transaction ExpensesSubsidiary. (c) The books of account and financial records In connection with the presentation of the Enhanced Entities are true Financial Statements, the outside legal advisors to the Company and correct the Subsidiary have not issued any legal letter concerning material information not disclosed in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practicethe Financial Statements. (d) Except as set forth The Company’s and the Subsidiary’s books and records: (i) have been properly and carefully kept in Schedule 3.6(d)conformity with applicable Law in force from time to time; (ii) are complete, no Enhanced Entity has entered into any undertaking, guarantee correct and properly arranged; (iii) contain all material documents which must be or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed are usually kept by such GP Entity, Seller or present or former employee officer or director enterprises of the Companysame nature as the Company and the Subsidiary; and (iv) accurately and fairly reflect the activities and assets of the Company and the Subsidiary.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Partnership has made available to Parent (i) the audited consolidated balance sheetssheet of the Partnership and the Partnership Subsidiaries (other than Xxxx Distribution, including the consolidated schedules of investmentsLLC (“Xxxx”), of ECG as of December 31FCX-Eads Blocker 1, 2019LLC (“Xxxx Blocker 1”), December 31FCX-Xxxx Blocker 2 Corp. (“Eads Blocker 2”) and Basin Engine & Pump, 2018 and December 31, 2017, Inc. (“Basin”)) and the related audited consolidated statements of operations, members’ equity and cash flows for the fiscal year ended December 31, 2016 (deficitthe “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin) as of October 31, 2017 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations, members’ equity and cash flows for the ten (10) months ended on the Balance Sheet Date (the “Interim Financial Statements” and together with the Audited Financial Statements, in each case including the footnotes thereto, collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, except as otherwise described therein or in Section 4.5(a) of the Partnership Disclosure Letter. (b) The balance sheet referred to in Section 4.5(a)(ii) fairly presents, in all material respects, the consolidated financial position of the Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin), as of the Balance Sheet Date, and the related statements of operations, members’ equity and cash flows fairly present, in all material respects, the consolidated results of the operations, members’ equity and cash flows of ECGthe Partnership and the Partnership Subsidiaries (other than Xxxx, together Xxxx Blocker 1, Xxxx Blocker 2 and Basin) for the ten (10) months then ended. (c) The Financial Statements have been derived from the accounting, corporate and financial books and records that relate to the business of the Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin). (d) The Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin) do not have any material Liabilities that are required to be set forth in an audited consolidated balance sheet prepared in accordance with all GAAP, except for Liabilities (i) reflected on the Financial Statements, (ii) incurred in the ordinary course of business since the Balance Sheet Date or which would be included in Estimated Closing Working Capital or (iii) incurred in connection with the transactions contemplated hereby. (e) The Partnership has made available to Parent (i) the balance sheet of Xxxx (“Latest Xxxx Balance Sheet”) as of September 30, 2017 (such date, the “Latest Xxxx Balance Sheet Date”), and the related notes thereto, accompanied by income statements and statement of cash flows for the reports thereon of ECG’s independent auditorsnine-month period then ended (the “Interim Eads Financial Statements”), and (ii) the audited consolidated balance sheetssheet of Eads Investment Holdings, including the schedules of investments, of ECP LLC (“Xxxx Seller”) and Eads as of December 31, 2019, December 31, 2018 and December 31, 20172016, and the related audited consolidated statements of operations, members’ deficit capital and cash flows of ECGfor the year then ended (the “Audited Xxxx Financial Statements”, and together with the Interim Xxxx Financial Statements, the “Xxxx Financial Statements”). The Xxxx Financial Statements fairly present in all related notes theretomaterial respects the financial condition and results of operations of Xxxx at the respective dates and for the respective periods described above. Xxxx has no Liability required under GAAP to be disclosed in a balance sheet of Xxxx, accompanied other than any Liability (A) incurred in the Xxxx Ordinary Course of Business since the Latest Xxxx Balance Sheet Date, (B) reflected on the Xxxx Financial Statements, (C) that is set forth in Section 4.5(e) of the Partnership Disclosure Letter, (D) that is a future executory Liability arising under any Material Contract (other than a breach thereof) or (E) incurred by or on behalf of Xxxx in connection with the reports thereon of ECP’s independent auditors Xxxx SPA, the Transaction Documents (as defined in the foregoing clauses Xxxx SPA) and the transactions contemplated hereby and thereby. (f) The Partnership has made available to Parent (i) Basin’s unaudited balance sheet as of December 31, 2016, and the related statements of income and cash flows for the fiscal year then ended (ii) collectively referred to as the “Annual Basin Financial Statements”) and (iiiii) the Basin’s unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG sheet as of September 30October 31, 2020, 2017 (the “Latest Basin Balance Sheet”) and the related consolidated statements statement of operations, members’ income for the ten (deficit10) equity and cash flows of ECGmonths then ended (the “Interim Basin Financial Statements” and, together with all related notes theretothe Annual Basin Financial Statements, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Basin Financial Statements”), are attached hereto . Except as Schedule 3.6(aset forth on Section 4.5(f) of the Partnership Disclosure Schedules. Each of Letter, the Basin Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) present fairly present, in all material respects, respects the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Basin as of the respective dates thereof times and for the respective periods indicated referred to therein, except as otherwise noted therein and subject, subject in the case of the Interim Basin Financial Statements, Statements to (x) changes resulting from normal and recurring year-end adjustments that (which changes will not, individually or in the aggregate, be material to Basin’s financial position and results of operations), and (y) the absence of footnotesfootnote disclosures and other presentation items which, if presented, would not be materially different from those in the Annual Basin Financial Statements. Basin does not have any Liabilities required under GAAP to be disclosed in a balance sheet of Basin, except for (A) Liabilities in the aggregate adequately disclosed, provided for, reflected in, reserved against or otherwise described in the Latest Basin Balance Sheet included in the Basin Financial Statements (or in any notes thereto) or included as a current liability in the calculation of Closing Net Working Capital (as defined in the Basin SPA), (B) Liabilities under Contracts to which Basin or any of its assets may be bound that were entered into in the Basin Ordinary Course of Business, (C) Liabilities disclosed on Section 4.5(f) of the Partnership Disclosure Letter, (D) Liabilities which have arisen in the Basin Ordinary Course of Business since October 31, 2017 and (E) Liabilities under the Basin SPA. (bg) Except as and The Partnership has made available to the extent adequately accrued or reserved against in Parent (i) the unaudited consolidated balance sheet of ECG or ECP The Xxxxxx Company, Inc. (“Xxxxxx”) as of December 31, 2016 (the “Xxxxxx Balance Sheet”) and the unaudited balance sheet of Xxxxxx as of September 30, 2020 2017, and the related unaudited statements of operations of Xxxxxx for the year ended December 31, 2016 and the unaudited statement of operations of Xxxxxx for the nine (collectively9) months ended September 30, 2017 (the “Reference Balance SheetXxxxxx Financial Statements”). The Xxxxxx Financial Statements have been derived from the books and records of Xxxxxx. The Xxxxxx Financial Statements fairly present the financial condition and results of operations of Xxxxxx and the Xxxxxx Business, none as applicable, as of the Enhanced Entities has dates and for the periods indicated. The Xxxxxx Business does not have any liability Liabilities or obligation Indebtedness of any nature, whether accrued, absolute, contingent nature or otherwise, whether known or unknown, that would be kind required by under GAAP to be reflected disclosed in a consolidated balance sheet of an Enhanced Entity, Xxxxxx except for (i) liabilities and obligations, incurred in as disclosed and/or reserved against on the ordinary course of business consistent with past practice since the date of the Reference Xxxxxx Balance Sheet, (ii) liabilities Liabilities and obligations that are notIndebtedness incurred subsequent to the date of the Xxxxxx Balance Sheet in Xxxxxx Ordinary Course of Business and (iii) the Excluded Liabilities (as defined in the Xxxxxx APA). (h) The Partnership has made available to Parent the unaudited balance sheet of Encova Consulting, Inc. (“Encova”) as of December 31, 2016 and the related unaudited statements of operations of Encova for the year ended December 31, 2016 (collectively, the “Encova Financial Statements”). The Encova Financial Statements have been derived from the books and records of Encova. Subject to the exceptions described on Section 4.5(h) of the Partnership Disclosure Letter, the Encova Financial Statements fairly present the financial condition and results of operations of Encova and the Encova Business, as applicable, as of the dates and for the periods indicated (subject to the absence of footnote disclosure and, in the case of the interim statements, normal year-end adjustments (which will not be material individually or in the aggregate, material )). Subject to the Enhanced Entitiesexceptions described on Section 4.5(h) of the Partnership Disclosure Letter, taken as all Liabilities of Encova required under GAAP to be disclosed in a whole, or (iii) balance sheet of Encova that relate to the Encova Business which existed at the date of such Encova Financial Statements have been recorded in the statements of assets and liabilities and obligations included in the computation of Transaction ExpensesEncova Financial Statements or disclosed in notes to the Encova Financial Statements to the extent such Liabilities were required, under GAAP, to be so recorded and/or disclosed. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Principals have delivered to Buyer: (i) the audited consolidated balance sheetssheets of the Acquired Companies (other than MetalChem, including Inc. and Western Zinc Corporation) as of December 31 in each of the years 1994 through 1996, and the related audited statements of income, changes in stockholders' equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Deloitte & Touche L.L.P., independent certified public accountants, (ii) an audited consolidated schedules balance sheet of investments, of ECG the Acquired Companies (excluding the New Subsidiaries) as of December 31, 20191997 (including the notes thereto, December 31, 2018 and December 31, 2017the "Balance Sheet"), and the related audited consolidated statements of operationsincome, members’ (deficit) equity changes in stockholders' equity, and cash flows of ECGflow for the fiscal year then ended, together with all related notes thereto, accompanied by the reports report thereon of ECG’s Deloitte & Touche L.L.P., independent auditorscertified public accountants, and (iiiii) an unaudited consolidated combined balance sheet of the audited consolidated balance sheets, Acquired Companies (including the schedules of investments, of ECP New Subsidiaries) as of December May 31, 2019, December 31, 2018 and December 31, 20171998 (the "Interim Balance Sheet"), and the related audited consolidated unaudited statements of income, changes in stockholders' equity, and cash flow for the five months then ended, including in each case where applicable, the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, members’ deficit changes in stockholders' equity, and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) flow of the Disclosure Schedules. Each of the Financial Statements Company and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities its Subsidiaries as of the respective dates thereof of and for the respective periods indicated thereinreferred to in such financial statements, except as otherwise noted therein and all in accordance with GAAP, subject, in the case of the Interim Financial Statementsinterim financial statements, to normal and recurring year-end adjustments that (the effect of which will not, individually or in the aggregate, be material materially adverse) and the absence of footnotesnotes (that, if presented, would not differ materially from those included in the Balance Sheet); the financial statements referred to in this Section 4.4 reflect the consistent application of such accounting principles throughout the periods involved. (b) Except as and set forth in the Disclosure Letter, to the extent adequately accrued Principals' knowledge, none of the Acquired Companies has any liabilities or obligations (in an amount, singly or in the aggregate, of more than $100,000) except for liabilities or obligations reflected or reserved against in the unaudited consolidated balance sheet of ECG Balance Sheet or ECP as of September 30, 2020 (collectively, the “Reference Interim Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) Sheet and liabilities and obligations, incurred in the ordinary course Ordinary Course of business consistent with past practice Business since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesrespective dates thereof. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (ai) True The Company has delivered to Buyer true and complete copies of (i) the audited consolidated balance sheets, including sheet and audited consolidated statements of income and cash flows of the consolidated schedules of investments, of ECG as of Company and its Subsidiaries (other than Staffordshire) for the fiscal years ended December 31, 2019, December 31, 2018 2012 and December 31, 20172013 (including, in each case, any notes thereto) (the “Audited Financial Statements”), unaudited consolidated balance sheet and the related audited unaudited consolidated statements of operations, members’ (deficit) equity income and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and (ii) its Subsidiaries for the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of nine-month period ended September 30, 2020, and the related consolidated statements of operations, members’ 2014 (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto and unaudited balance sheet and statement of income of Staffordshire for the fiscal year ended June 30, 2013 (the “Staffordshire Financial Statements”, and, together with the Audited Financial Statements and Interim Financial Statements, the “Financial Statements”). Except as Schedule 3.6(aset forth in Section 3.3(e)(i) of the Company Disclosure Schedules. Each of Schedule, the Financial Statements were prepared (i) in the case of the Audited Financial Statements, in accordance with GAAP and (ii) in the case of the Interim Financial Statements (x) have been prepared Statements, in accordance with GAAP to the extent applicable, in all material respects, and otherwise in accordance with the books accounting principles and records practices applied by the Company in preparation of the applicable Enhanced Entitiesits quarterly financial statements, in each case of (yi) have been prepared in accordance with GAAP and (ii) applied on a consistent basis throughout for the periods indicated (except as may be indicated in the notes thereto) and (z) involved. The Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows condition of the applicable Enhanced Entities Company and its Subsidiaries as of the respective dates thereof and the results of its operations and, where applicable, cash flows for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesthen ended. (bii) Except as and to the extent adequately accrued or reserved against set forth in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none Section 3.3(e)(ii) of the Enhanced Entities has Company Disclosure Schedule, neither the Company nor any liability or obligation of its Subsidiaries have any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be liabilities required by GAAP to be reflected in a on an audited consolidated balance sheet of an Enhanced Entitythe Company or disclosed in the notes to the Company’s financial statements except (A) as and to the extent disclosed in the Financial Statements, except for (iB) liabilities incurred in connection with the transactions contemplated by this Agreement, and obligations, (C) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations Interim Financial Statements that are not, individually or in the aggregate, material to the Enhanced Entities, taken as would not have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesMaterial Adverse Effect. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. Except as set forth on Schedule 2.7: ------------ (a) True and complete copies of Xxxxxxx Xxxxxxx has delivered to Purchaser (i) the audited consolidated balance sheets, including the consolidated schedules sheets of investments, of ECG Xxxxxxx Xxxxxxx as of December 31February 28, 2019, December 31, 2018 and December 31, 20171996, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, 1995 and the related consolidated statements of operations, members’ (deficit) common stockholders' equity and cash flows for the fiscal years ended February 28, 1996, 1995 and 1994, accompanied in each case by the opinion thereon of ECGKPMG Peat Marwick LLP, together with all related independent public accountants, (such audited financial statements, including the notes thereto, hereinafter being referred to as the "Audited Financial Statements"), and (ivii) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECP Xxxxxxx Xxxxxxx as of September 30August 31, 2020, 1996 and the related unaudited consolidated statements of operations, members’ deficit common stockholders' equity and cash flows of ECPfor the six months ended August 31, together with all related 1996 set forth on Schedule 2.7(a) (the --------------- "Unaudited Financial Statements"). (The Audited Financial Statements and the Unaudited Financial Statements including the notes thereto (the foregoing clauses (iii) and (iv) collectively together hereinafter being referred to as the “Interim "Financial Statements”"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each All of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as indicated therein) throughout the periods indicated (except as may be indicated in the notes thereto) and (z) present fairly present, in all material respects, respects the consolidated financial position, results position of operations Xxxxxxx Xxxxxxx and cash flows of the applicable Enhanced Entities SPG as of the respective dates thereof and the consolidated results of its operations for the respective periods indicated therein, except as otherwise noted therein and then ended subject, in the case of the Interim Unaudited Financial Statements, to normal and recurring year-end adjustments, adjustments that will notspecifically required by this Agreement, individually or in the aggregate, be material and the absence of footnotesnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30Neither Xxxxxxx Xxxxxxx nor SPG has any Claims, 2020 (collectivelydebts, the “Reference Balance Sheet”)obligations, none guaranties of the Enhanced Entities has any liability obligations of others or obligation of any natureliabilities (whether absolute or contingent, whether accruedliquidated or unliquidated, absolute, contingent due or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitybecome due), except for (i) liabilities and Claims, debts, obligations, guaranties and liabilities to the extent reflected or reserved against in the Financial Statements, (ii) debts, obligations, guaranties and liabilities to the extent referred to in Schedule -------- 2.12, (iii) debts, obligations, guaranties and liabilities incurred or entered ---- into subsequent to August 31, 1996, in the ordinary course of business consistent with past practice since the date and otherwise not in contravention of the Reference Balance Sheetthis Agreement, (iiiv) debts, obligations and liabilities relating to this Agreement and the Related Agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations that to pay legal fees, financial advisory fees, bank fees, accounting fees and other amounts in connection therewith so long as such obligations are not, individually or included in determining Stockholders Equity in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesFinal Closing Statements). (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached hereto as Section 3.4(a) of the Company Schedules are true, correct and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Group Companies as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements statement of operations, membersconsolidated statement of stockholders’ (deficit) equity and consolidated statement of cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and fiscal year then ended (the “Audited Financials”); (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Group Companies as of December 31, 2019, December 2020 and the income statement and statement of cash flows for the twelve (12)-month period then ended; and (iii) unaudited consolidated balance sheets of the Group Companies as of January 31, 2018 and December 31, 2017, 2021 (the “Latest Balance Sheet”) and the related audited unaudited consolidated statements of operations, members’ deficit income and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors Group Companies for the one (the foregoing clauses 1)-month period then ended. (b) The Financial Statements (i) have been prepared from, and reflect in all material respects, the books and records of the Group Companies, (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP Accounting Principles applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) thereto and subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments, none of which are material to the Group Companies, taken as a whole, and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments adjustments. (c) Except (i) as set forth on the Latest Balance Sheet (including the notes, if any, thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iv) for Liabilities disclosed in Section 3.4(c) of the Company Schedules, (v) for Liabilities that will notwould not be required to be set forth on a balance sheet prepared in accordance with the Accounting Principles; provided, that such Liabilities are not material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced EntitiesGroup Companies, taken as a whole, or (iiivi) liabilities and obligations included for Liabilities that are not material to the Group Companies, taken as a whole, no Group Company has any Liabilities. No Group Company is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceSEC). (d) Except Each Group Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as set forth necessary to permit preparation of proper and accurate financial statements in Schedule 3.6(d)accordance with applicable accounting standards and to maintain accountability for the Group Companies’ assets. Since December 31, 2017, no Enhanced Entity Group Company has entered into received any undertakingwritten complaint, guarantee allegation, assertion or similar agreement on behalf claim that there is (i) “significant deficiency” in the internal controls over financial reporting of any GP Entitythe Group Companies, Seller(ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, any present whether or former employeenot material, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) that involves management or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director employees of the CompanyGroup Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Attached to Schedule 4.5(a) are copies of the following financial statements: (i) the audited consolidated unaudited combined balance sheets, including sheet of the consolidated schedules of investments, of ECG Companies as of December 31, 2019, December 31, 2018 and December 31, 20172004, and the related audited consolidated unaudited combined statements of operations, members’ (deficit) equity income and cash flows of ECGfor the year then ended, together with all related notes thereto, accompanied by (the reports thereon of ECG’s independent auditors"Unaudited Financial Statements"), and (ii) the audited consolidated unaudited combined balance sheets, including sheet of the schedules of investments, of ECP Companies as of December 31July 2, 2019, December 31, 2018 and December 31, 20172005 (the "Balance Sheet Date"), and the related audited consolidated unaudited combined statements of operations, members’ deficit income and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECP’s independent auditors six-month period then ended (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “"Interim Financial Statements”" and together with the Unaudited Financial Statements, the "Financial Statements"). Other than as set forth on Schedule 4.5(a)-1, are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompanies from which the Unaudited Financial Statements were prepared fairly present in all material respects the assets, liabilities and operations of the Companies and (y) the Unaudited Financial Statements are in conformity with such books and records. (b) Other than as set forth in Schedule 4.5(a)-1 and 4.5(b), the Financial Statements have been prepared by management in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may for the absence of footnote disclosure and customary year-end adjustments, none of which will be indicated in the notes theretomaterial) and (z) fairly present, in all material respects, the consolidated financial position, position and results of operations and cash flows of the applicable Enhanced Entities Companies as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesindicated. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30To Sellers' Knowledge, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities no Company has any liability or obligation of any nature, whether accrued, absolute, contingent contingent, direct, indirect, unliquidated or otherwise, and whether known due or unknownto become due, that would be required by GAAP to be which is not reflected in a consolidated balance sheet of an Enhanced Entitythe Financial Statements or disclosed in the notes thereto, except for those (i) liabilities and obligations, which were incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, or (ii) liabilities and obligations that which are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth described in Schedule 3.6(d4.5(c), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheets of the Company and its consolidated schedules of investments, of ECG Subsidiaries as of December 31July 29, 20192007, December 31August 3, 2018 2008, and December 31August 2, 20172009, and the related audited consolidated statements of operationsincome, members’ (deficit) equity and cash flows and stockholders’ equity for each fiscal year of ECGthe Company then ended and, together with all related notes theretorespect to the 2008 and 2009 financial statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and thereon; and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the Company and its consolidated schedule of investments, of ECG Subsidiaries as of September 30August 1, 2020, 2010 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations, members’ (deficit) equity income and cash flows of ECGfor the twelve-month period then ended. (b) Except as set forth on Schedule 3.4, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yi) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) thereto and subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments and (zii) fairly present, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim unaudited Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments that will not(so long as the effect of such adjustments, individually or in the aggregate, be material and the absence of footnotesare not material)). (c) The Group Companies have devised and maintained systems of internal accounting controls with respect to the business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP. (d) No Group Company has any liabilities or obligations, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as set forth in Schedule 3.4(d), (b) Except as liabilities and to the extent adequately accrued obligations disclosed or reserved against in the unaudited consolidated balance sheet of ECG Latest Balance Sheet or ECP as of September 30, 2020 specifically disclosed in the notes thereto and (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (ic) liabilities and obligations, obligations that were incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, and (iid) liabilities and obligations that are would not, individually or in the aggregate, material reasonably be expected to be materially adverse to the Enhanced EntitiesGroup Companies, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached hereto as Section 3.4(a) of the Company Schedules are true, correct and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Group Companies as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity income and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and Group Companies for the fiscal years then ended (the “Audited Financials”); and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheets of the consolidated schedule of investments, of ECG Group Companies as of September 30, 2020, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations, members’ (deficit) equity income and cash flows of ECG, together with all related the Group Companies for the nine-month period then ended (but excluding any notes thereto, and ). (ivb) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared from, and reflect in all material respects, the books and records of the Group Companies, (ii) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP Accounting Principles applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) thereto and subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments, none of which are material, and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesadjustments. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) as set forth on the Latest Balance Sheet or the Financial Statements, (ii) for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Latest Balance SheetSheet (none of which is a liability for breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law), (iiiii) for liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants and obligations agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iv) for liabilities disclosed in Section 3.4(c) of the Company Schedules, or (v) for liabilities that are notnot and would not reasonably be expected to be, individually or in the aggregate, material to the Enhanced EntitiesGroup Companies, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records as of the Enhanced Entities are true and correct in all material respects and have been date hereof, no Group Company has any liabilities that would be required to be set forth on a consolidated balance sheet of the Group Companies prepared and are maintained in all material respects in accordance with sound accounting practicethe Accounting Principles. No Group Company is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (d) Except Each Group Company has established and maintains systems of internal accounting controls. To the knowledge of the Company, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. Since December 31, 2017, except as set forth in Schedule 3.6(d)on Section 3.4(d) of the Company Schedules, no Enhanced Entity Group Company has entered into received any undertakingwritten complaint, guarantee allegation, assertion or similar agreement on behalf claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of any GP Entitythe Group Companies, Seller(ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, any present whether or former employeenot material, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) that involves management or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director employees of the CompanyGroup Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; No Undisclosed Liabilities. (a) True The attached “Financial Statements Schedule” contains true, correct and complete copies of the following financial statements (the “Financial Statements”): (i) the unaudited consolidated balance sheet of the Company Group as of March 29, 2015 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the eight-month period then ended; and (ii) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company Group as of December 31July 27, 20192014 (the “Audited Balance Sheet”) and July 28, December 31, 2018 and December 31, 20172013, and the related audited consolidated statements of operations, membersstockholders’ (deficit) equity and cash flows for each of ECGthe annual periods then ended (collectively with the Audited Balance Sheet, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Audited Financial Statements”). Except as set forth in the “Financial Statements Schedule”, are attached hereto as Schedule 3.6(a) each of the Disclosure Schedules. Each of the foregoing Financial Statements is accurate, correct and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, complete in all material respects, respects and presents fairly in all material respects the consolidated financial positioncondition, results of operations and cash flows of the applicable Enhanced Entities as of Company Group throughout the respective dates thereof periods covered thereby and for such Financial Statements have been prepared in accordance with GAAP consistently applied throughout the respective periods indicated therein, (except as otherwise noted therein and subject, in that the case of the Interim Financial Statements, Latest Balance Sheet is subject to normal and recurring year-end adjustments that will notadjustments, individually or in the aggregate, which shall not be material in amount, and the absence of footnotesreclassifications and lacks footnote disclosure and other presentation items). (b) Except (i) as and to the extent adequately accrued or reserved against reflected in the unaudited consolidated balance sheet Financial Statements (including the footnotes thereto), (ii) for Liabilities incurred in the ordinary course of ECG business since the date of the Audited Balance Sheet (none of which relates to any breach of contract, tort, infringement or ECP as violations of September 30law), 2020 (collectivelyiii) for the Company’s obligations set forth in this Agreement, and (iv) for Liabilities identified in the schedules or exhibits to this Agreement (including the attached “No Undisclosed Liabilities Schedule”) in a reasonably apparent manner, the “Reference Balance Sheet”), none of the Enhanced Entities Company Group has not incurred any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, Liabilities that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been Company Group prepared and are maintained in all material respects in accordance with sound accounting practiceGAAP consistently applied. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.06(a) are complete and complete correct copies of of: (i) the audited unaudited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheet as of December 31June 30, 2019, December 31, 2018 and December 31, 2017, 2019 (the “Latest Balance Sheet”) and the related audited consolidated statements statement of operations, members’ (deficit) equity income and cash flows for the ten-month period then ended of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditorsCompany and its Subsidiaries (the “Unaudited Financial Statements”), and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP sheet as of December 31, 2019, December 31, 2018 and December 31, 2017of, and the related audited consolidated statements of operations, members’ deficit income and cash flows for the fiscal years ended, August 31, 2017 and August 31, 2018 of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors Company and its Subsidiaries (the foregoing clauses (i) “Audited Financial Statements” and (ii) collectively referred to as with the Unaudited Financial Statements, the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG ). Except as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”set forth on Schedule 3.06(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared prepared, in accordance with the books and records of the applicable Enhanced Entitieseach case, (y) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) consistently applied, and (z) present fairly present, in all material respects, in accordance with GAAP consistently applied, the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries, as applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted referred to therein and subject, in the case of the Interim Financial Statementsunaudited financial statements, to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments (which are expected to be consistent with past practice and not material in nature or amount). The Company maintains a system of internal accounting controls sufficient for a business of the type conducted by the Company, including to provide reasonable assurance that will not(1) transactions are executed in accordance with management’s general or specific authorizations and (2) transactions are recorded as necessary to permit preparation of financial statements by the Company in conformity with GAAP. The Company has never identified any fraud by any management or other employees who have a significant role in internal controls and, individually or in to the aggregateCompany’s knowledge, be material and the absence of footnotesno such Fraud has been alleged. (b) Except as set forth on Schedule 3.06(b), the Company and to the extent adequately its Subsidiaries do not have any Liabilities, except (i) Liabilities accrued on or reserved against in the unaudited consolidated balance sheet Latest Balance Sheet or disclosed in the notes thereto or in the notes to the other Financial Statements, (ii) Liabilities that have arisen since the date of ECG the Latest Balance Sheet in the ordinary course of business, (iii) Liabilities arising in connection with the Transactions, (iv) Liabilities to be included in the computation of Closing Indebtedness or ECP Transaction Expenses, (v) Liabilities to be included in the computation of Closing Net Working Capital, (vi) Liabilities disclosed in another section of the Disclosure Schedules, and (vii) Liabilities which would not have a Material Adverse Effect. This representation will not be deemed breached as a result of September 30, 2020 (collectivelya change in applicable Law, the “Reference Balance Sheet”Code or GAAP after the Closing. (c) Except as set forth on Schedule 3.06(c), none all accounts receivable of the Enhanced Entities has any liability Company and its Subsidiaries that are reflected on the Latest Balance Sheet represent valid obligations arising from sales actually made or obligation services actually performed in the ordinary course of business. All reserves for the collection of such accounts receivable were calculated in accordance with GAAP consistently applied. To the Company’s knowledge, there is no material contest, claim or right of set-off, other than returns in the ordinary course of business, relating to the amount or validity of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in such account receivable. (d) All inventory of the Company and its Subsidiaries consists of a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities quality and obligations, incurred quantity usable and salable in the ordinary course of business consistent with past practice since practice, except for obsolete, damaged or defective items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the date Company free and clear of all liens (other than Permitted Liens), and no inventory is held on a consignment basis. (e) The Company is a holding company and does not directly engage in any of the Reference Balance Sheetbusiness activities conducted by the Company or its Subsidiaries and, (iiexcept as set forth on Schedule 3.06(e) does not directly own any assets or properties used by the Company or any of its Subsidiaries in the conduct of their respective businesses. Except for liabilities and obligations that are notincurred in connection with its formation, individually organization and capitalization, Sellers have not incurred any Liabilities or engaged in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf business activities of any GP Entitytype or kind, Seller, any present other than activities ancillary to or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed contemplated by such GP Entity, Seller or present or former employee officer or director of the Companythis Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Seller has made available to Purchaser prior to the date hereof copies of (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company as of at December 31, 20192018, December 31, 2018 2017 and December 31, 2017, 2016 and the related audited consolidated statements of operations, members’ (deficit) changes in shareholder’s equity and cash flows of ECGfor the fiscal years then ended, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited unaudited consolidated balance sheets, including sheets of the schedules of investments, of ECP Company as of at December 31, 20192018, December 31, 2018 2017 and December 31, 2017, 2016 and the related audited consolidated statements of operations, members’ deficit changes in shareholder’s equity and cash flows of ECGfor the fiscal years then ended (such financial statements, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “US GAAP Company Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of the Company as at October 31, including the consolidated schedule of investments, of ECG as of September 30, 2020, 2019 and the related consolidated statements of operations, members’ (deficit) operations and changes in shareholder’s equity and cash flows of ECGfor the ten (10) months then ended (collectively, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Company Financial Statements”), are attached hereto as Schedule 3.6(a. Subject to the notes thereto in the case of the Company Financial Statements set forth in clauses (i) and (ii) of the Disclosure Schedules. Each first sentence of this Section 4.06(a), the Company Financial Statements give a true and fair view in all material respects of the state of the Company and the Company Subsidiaries’ affairs as at the dates indicated and of the Company and the Company Subsidiaries’ profit for the applicable years then ended, subject to normal year-end adjustments in the case of the Company Financial Statements and set forth in clause (iii) of the Interim first sentence of this Section 4.06(a) (none of which is material, either individually or in the aggregate). The Company Financial Statements set forth in clause (xi) have been of the first sentence of this Section 4.06(a) were properly prepared in accordance with UK GAAP and applicable Law, and the Company Financial Statements set forth in clauses (ii) and (iii) of the first sentence of this Section 4.06(a) were properly prepared in accordance with US GAAP and applicable Law. The Company Financial Statements were derived from and are consistent with the books and records of the applicable Enhanced EntitiesCompany and the Company Subsidiaries, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto in the case of the Company Financial Statements set forth in clauses (i) and (zii) fairly presentof the first sentence of this Section 4.06(a) and subject to normal year-end adjustments in the case of the Company Financial Statements set forth in clause (iii) of the first sentence of this Section 4.06(a) (none of which is material, either individually or in all material respectsthe aggregate). (b) Seller has made available to Purchaser prior to the date hereof copies of (i) the unaudited balance sheets of the Joint Ventures as at October 31, 2019, December 31, 2018, December 31, 2017 and December 31, 2016 and the related statements of operations (collectively, the consolidated “JV Financial Statements”). The JV Financial Statements (i) have been prepared in good faith, with due care and attention and consistent with the books and records of the respective Joint Ventures, and (ii) are not misleading and reasonably present the corresponding financial position, position and results of operations and cash flows of the applicable Enhanced Entities Joint Ventures as of the their respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and covered thereby subject, in the case of the Interim JV Financial StatementsStatements ended October 31, 2019, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesadjustments. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for those Liabilities (i) liabilities that are specifically reflected and obligationsadequately reserved against on the face of the most recent balance sheet included in the Company Financial Statements, or with respect to the Joint Ventures, the JV Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date October 31, 2019 (none of the Reference Balance Sheetwhich is material, (ii) liabilities and obligations that are not, either individually or in the aggregate, material and none of which relates to the Enhanced Entitiesa breach of Contract, taken as a wholebreach of warranty, tort or claim of infringement or violation of Law), (iii) liabilities and obligations included expressly contemplated or permitted by this Agreement or (iv) set forth in the computation of Transaction Expenses. (cSection 4.06(c) The books of account and financial records of the Enhanced Entities are true and correct in all Disclosure Schedule, the Acquired Companies have no material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceLiabilities. (d) Except as set forth in Section 4.06(d) of the Disclosure Schedule, none of the Acquired Companies has received any unresolved oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Acquired Companies, (ii) “material weakness” in the internal controls over financial reporting of the Acquired Companies or (iii) fraud, whether or not material, that involves management or other employees of the Acquired Companies who have a significant role in the internal controls over financial reporting of the Acquired Companies. (e) Other than the Joint Ventures, none of the Acquired Companies is party to, or has any commitment to become a party to, any joint venture, off-balance sheet, partnership or any similar contract (including any contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any Affiliate of Seller or any of its Subsidiaries, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any Off-Balance Sheet Liabilities. (f) Section 4.06(f) of the Disclosure Schedule 3.6(d)sets forth (i) the Unpaid Company Transaction Expenses of the Acquired Companies and Indebtedness of the Company and the Company Subsidiaries as of the date of this Agreement and (ii) the Company’s good faith estimate, no Enhanced Entity has entered into any undertakingas of the date of this Agreement, guarantee of the Unpaid Company Transaction Expenses of the Acquired Companies and Indebtedness of the Company and the Company Subsidiaries as of the Closing. (g) Section 4.06(g) of the Disclosure Schedule sets forth, as of the date of this Agreement, each bankers’ acceptance, letter of credit, or similar agreement surety, performance or completion bond, issued on behalf of the Company or any GP EntityCompany Subsidiary, Sellerin each case whether or not drawn, any present or former employeeand, officerwith respect to each such bankers’ acceptance, letter of credit, or director surety, performance or completion bond, (i) the project name to which such bankers’ acceptance, letter of an Enhanced Entity in respect credit, or surety, performance or completion bond relates, (ii) the issuing bank, (iii) the maximum amount of any capital commitment, capital contribution, return obligation (including in respect of capital contributions Indebtedness that may be drawn or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director the value of the Companybond, as applicable and (iv) the amount drawn or outstanding amount, as applicable.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Section 4.7(a) of the Company and complete copies of ML Parties’ Disclosure Letter are (ix) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company as of December 31June 30, 2019, December 31, 2018 and December 31, 20172021 (the “Latest Balance Sheet”), and (y) the related audited consolidated statements of operations, members’ operations for the fiscal periods then ended (deficit) equity and cash flows of ECG, together with all related notes theretothe Latest Balance Sheet, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Audited Financial Statements”), are attached hereto . (b) Except as Schedule 3.6(aset forth on Section 4.7(b) of the Company and ML Parties’ Disclosure Schedules. Each Letter, each of the Audited Financial Statements has been, and the Interim PCAOB Financial Statements (x) have been prepared in accordance with will be, when delivered to Investor pursuant to Section 8.9(g), derived from the books and records of the applicable Enhanced EntitiesCompany. Except as set forth on Section 4.7(b) of the Company and ML Parties’ Disclosure Letter, (yA) have been each of the Audited Financial Statements has been, and the PCAOB Financial Statements will be, when delivered to Investor pursuant to Section 8.9(g), prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) therein and (zB) each of the Audited Financial Statements fairly presents, and the PCAOB Financial Statements will, when delivered to Investor pursuant to Section 8.9(g), fairly present, in all material respects, the consolidated combined assets, liabilities, and financial position, results of operations and cash flows of the applicable Enhanced Entities condition as of the respective dates thereof and the operating results of the Company for the respective periods indicated thereincovered thereby, except in each of clauses (A) and (B): (w) as otherwise noted therein therein, (x) that the Audited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (y) that the Audited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (z) that the Audited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that required by GAAP. For the avoidance of doubt, the PCAOB Financial Statements, when delivered to the Investor in accordance with Section 8.9(g), will not, individually be prepared in accordance with Regulation S-X of the SEC or in the aggregate, be material and standards of the absence of footnotesPCAOB. (bc) Except Each of the independent auditors for the Company, with respect to their report as will be included in the PCAOB Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and, with respect to the extent adequately accrued PCAOB Financial Statements, the PCAOB. (d) The Company has no material Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the unaudited consolidated balance sheet of ECG Audited Financial Statements or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none notes thereto or books and records of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for Company; (iii) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since Liabilities which have arisen after the date of the Reference Latest Balance Sheet, (ii) liabilities and obligations that are not, individually or Sheet in the aggregateOrdinary Course of Business (none of which results from, material to the Enhanced Entities, taken as a wholearises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law); (iii) liabilities and Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations included hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement, including the Transaction Expenses; (iv) Liabilities disclosed in the computation of Company and ML Parties’ Disclosure Letter; or (v) Liabilities for Company Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (de) Except as set forth in Schedule 3.6(d)on Section 4.7(e) of the Company and ML Parties’ Disclosure Letter, no Enhanced Entity has entered into as of the date of this Agreement, the Company do not have any undertakingoutstanding (i) indebtedness for borrowed money; (ii) indebtedness evidenced by any note, guarantee bond, debenture, mortgage or similar agreement on behalf other debt instrument or debt security; or (iii) indebtedness for borrowed money of any GP Entity, Seller, Person for which any present or former employee, officer, or director ML Companies has guaranteed payment. (f) Neither the Company nor any other ML Company maintains any “off-balance sheet arrangement” within the meaning of an Enhanced Entity in respect Item 303 of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director Regulation S-K of the CompanySecurities and Exchange Commission.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192005, December 31, 2018 2006 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the periods covered therein, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditorsauditors (collectively, and the “Company Annual Financial Statements”), (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company and its Subsidiaries as of December 31June 30, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, membersretained earnings, shareholders’ deficit equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the six months and quarter then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of July 31, 2008, August 31, 2008 and September 30, 20202008, and the related consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECG, together with all related notes theretothe Company and its Subsidiaries for the month then ended, and (iv) any subsequent financials delivered pursuant to Section 5.20 (collectively, the unaudited consolidated balance sheetfinancial statements delivered pursuant to clauses (ii) through (iv), including the consolidated schedule of investments, of ECP as of September 30, 2020“Company Interim Financial Statements”, and with the related consolidated statements of operationsCompany Annual Financial Statements, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Company Financial Statements”), are attached hereto as Schedule 3.6(a4.6(a) of the Company Disclosure SchedulesSchedule, or with respect to any financial statements to be delivered pursuant to Section 5.20, will be delivered to Parent pursuant thereto. Each of the Company Financial Statements and are, or in the case of the Company Interim Financial Statements to be delivered pursuant to Section 5.20, when so delivered will be (xi) correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Company Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The Company Financial Statements do not contain any material and items of a special or nonrecurring nature, except as expressly stated therein. Except for the absence Subsidiaries of footnotesthe Company listed on Schedule 4.1(a) of the Company Disclosure Schedule, no financial statements of any other Person are required by GAAP to be consolidated in the financial statements of the Company. (b) Except as and to the extent adequately accrued for those liabilities that are reflected or reserved against in on the unaudited audited consolidated balance sheet of ECG or ECP the Company and its Subsidiaries as of September 30December 31, 2020 2007 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”), none and for liabilities incurred in the ordinary course of business consistent with past practice after such date, neither the Enhanced Entities Company nor any of its Subsidiaries has incurred any liability (including, without limitation, any liability derived or obligation of assumed from any naturepredecessor to the Company’s business or assets), whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Company and its Subsidiaries or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) those liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Company or (iii) liabilities any of its Subsidiaries and obligations included that do not exceed $100,000 in the computation of Transaction Expensesaggregate. (c) The books of account and financial records of the Enhanced Entities Company and its Subsidiaries are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except The Company’s internal controls and procedures are sufficient to ensure that the Company’s financial statements are accurate in all material respects. Without limiting the foregoing, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as set forth necessary to permit preparation of financial statements that are in Schedule 3.6(d), no Enhanced Entity conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the differences. The Company has entered into not been advised by any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director independent certified public accountant of the Company that there is a significant deficiency or material weakness in the design or operation of the internal controls of the Company or any of its Subsidiaries. Notwithstanding the foregoing, Parent acknowledges that the Company’s independent certified public accountants are not required to review the design or operation of the internal controls of the Company or any of its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached as Section 3.4(a) of the Company’s Disclosure Letter are (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG BioTE Companies as of December 31, 2019, December 31, 2018 2020 and December 31, 2017, 2019 and the related audited consolidated statements of operationsincome, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of years ended December 31, 2019, December 31, 2018 2020 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2019 (the foregoing clauses (i) and (ii) collectively referred to as the “Annual Financial Statements”) and (iiiii) the unaudited consolidated balance sheet, including sheets of the consolidated schedule of investments, of ECG BioTE Companies as of September 30, 20202021 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of operations, members’ operations for the fiscal periods then-ended (deficit) equity and cash flows of ECGthe “Unaudited Financial Statements,” and, together with all related notes theretothe Annual Financial Statements, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a. (b) Each of the Disclosure SchedulesFinancial Statements have been derived from the books and records of the BioTE Companies. Each of the Financial Statements and the Interim Financial Statements (xi) have has been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) therein and (zii) fairly presentpresents, in all material respects, the consolidated combined assets, liabilities and financial position, results of operations and cash flows of the applicable Enhanced Entities condition as of the respective dates thereof and the operating results of the BioTE Companies for the respective periods indicated thereincovered thereby, except in each of clauses (i) and (ii): (A) as otherwise noted therein therein, (B) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (C) that the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (D) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (A), (B), (C), or (D), which are not material, individually or in the aggregate, be material in amount or effect. The Annual Financial Statements were prepared in accordance with Regulation S-X of the SEC and the absence standards of footnotesthe PCAOB. (bc) Except as Each of the independent auditors for the BioTE Companies, with respect to their report included in the Annual Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB. (d) The BioTE Companies have no Liabilities that are required to the extent adequately accrued be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the unaudited consolidated balance sheet of ECG Unaudited Financial Statements or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none notes thereto or books and records of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, BioTE Companies; (ii) Liabilities that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since have arisen after the date of the Reference Latest Balance Sheet, (ii) liabilities and obligations that are not, individually or Sheet in the aggregate, material to the Enhanced Entities, taken as a whole, or Ordinary Course of Business; (iii) liabilities and Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the BioTE Companies of their respective obligations included hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, including the Transaction Expenses; (iv) Liabilities disclosed in the computation of Company’s Disclosure Letter; or (v) Liabilities for Company Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.06(a) of the Disclosure Schedules are complete and complete correct copies of of: (i) the audited unaudited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheet as of December 31, 2019, December 31, 2018 and December 31, 2017, 2022 (the “Latest Balance Sheet”) and the related audited consolidated statements statement of operations, members’ (deficit) equity income and statement of cash flows (if available) for the twelve (12)-month period then ended of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and its Subsidiaries (before giving effect to the Pre-Closing Reorganization) and (ii) the audited unaudited consolidated balance sheetssheet as of, including and the schedules related statements of investments, income and statement of ECP as of December 31, 2019cash flows (if available) for the fiscal years ended, December 31, 2018 2020 and December 31, 20172021 of the Company and its Subsidiaries (before giving effect to the Pre-Closing Reorganization) (collectively, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim ). The Financial Statements”), in each case, (i) are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements accurate and the Interim Financial Statements complete in all material respects, (xii) have been prepared in accordance from and are consistent with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries (which books and records are correct and complete in all material respects), (yiii) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) consistently applied, and (ziv) present fairly present, in all material respects, in accordance with GAAP consistently applied, the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries, as applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted referred to therein and subject, in the case of the Interim Financial Statementsunaudited financial statements, to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments (which are expected to be consistent with past practice and not material in nature or amount). The Company maintains a system of internal accounting controls sufficient for a business of the type conducted by the Company (and given the Company’s size and volume of transactions), including to provide reasonable assurance that will not(1) transactions are executed in accordance with management’s general or specific authorizations, individually (2) transactions are recorded as necessary to permit preparation of financial statements by the Company in conformity with GAAP and to maintain accountability for assets, (3) access to assets is permitted only in accordance with management’s general or specific authorization and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has never identified any fraud by any management or other employees who have a significant role in internal controls and, to the aggregateCompany’s Knowledge, be material and the absence of footnotesno such fraud has been alleged. (b) Except as The Company and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has its Subsidiaries do not have any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced EntityLiabilities, except for (i) liabilities and obligations, incurred Liabilities expressly accrued on or reserved against in the ordinary course of business consistent with past practice Latest Balance Sheet or disclosed in the notes thereto or in the notes to the Financial Statements, (ii) Liabilities that have arisen since the date of the Reference Latest Balance SheetSheet in the Ordinary Course of Business (none of which exceeds $100,000 individually, (ii) liabilities and obligations that are not, individually or $1,000,000 in the aggregate) and none of which relates to breach of Contract or violation of Law), material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations Liabilities arising in connection with the Transactions, (iv) Liabilities to be included in the computation of Closing Indebtedness, Transaction Expenses, or in the computation of Closing Net Working Capital, or (v) Liabilities set forth on Schedule 3.06(b) of the Disclosure Schedules. (c) The books of account and financial records All accounts receivable of the Enhanced Entities Company and its Subsidiaries that are true reflected on the Latest Balance Sheet (i) represent valid obligations arising from bone-fide transactions entered into by the Company and/or its Subsidiaries involving the sale of goods or rendering of services actually performed in the Ordinary Course of Business, and correct (ii) are substantially current and fully collectible (in all material respects and have been prepared and are maintained in all material respects the case of any such note receivable, in accordance with sound accounting practiceits terms and in the case of any accounts receivable, within ninety (90) days after the Closing Date) at the aggregate amounts thereof recorded in the Closing Net Working Capital. All reserves for the collection of the accounts receivable of the Company and its Subsidiaries were calculated in accordance with GAAP. Since the date of the Latest Balance Sheet, neither the Company nor any of its Subsidiaries have cancelled, or agreed to cancel, in whole or in part, any accounts receivable except in the Ordinary Course of Business. To the Company’s Knowledge, there is no material contest, claim or right of set-off, other than returns in the Ordinary Course of Business, relating to the amount or validity of any such account receivable. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director All inventory of the CompanyCompany and its Subsidiaries, whether or not reflected in the Financial Statements, consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete, damaged or defective items that have been written off or written down to fair market value or for which adequate reserves have been established on the Financial Statements and valued in accordance with GAAP. No inventory of the Company or its Subsidiaries is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company and its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, 2019 and December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30March 31, 2020, 2021 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the three (3) month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material to the Group Companies, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses). (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth in on Schedule 3.6(d4.4(e), no Enhanced Entity Group Company has entered into any undertakingLiabilities that are required to be disclosed on a balance sheet in accordance with GAAP, guarantee except (i) Liabilities expressly set forth in the Audited Financial Statements or similar agreement on behalf the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of or was caused by any GP Entitybreach of Contract, Sellerinfringement or violation of Law); (iii) Liabilities arising under this Agreement, any present the Ancillary Agreements or former employeethe performance by the Group Companies of their respective obligations hereunder or thereunder; (iv) for fees, officercosts and expenses for advisors and Affiliates of the Group Companies, or director of an Enhanced Entity in including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entitythe Group Companies in connection with the transactions contemplated by this Agreement; (v) executory obligations under Contracts; or (vi) Liabilities that are not and would not reasonably be expected to be material to the Group Companies, Seller or present or former employee officer or director taken as a whole. (f) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 6.05(a) of the Cargill Disclosure Schedule contains (i) the audited consolidated balance sheets, including the consolidated schedules sheet and statement of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows as of ECGand for the year ended May 31, 2003 for the operations of the Cargill Fertilizer Businesses, together with all related the appropriate notes theretoto such financial statements, accompanied by the reports report thereon of ECG’s KPMG LLP, independent auditorspublic accountants, and (ii) the audited consolidated unaudited combined balance sheets, including the schedules sheet and statement of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit operations and cash flows as of ECGand for the six-month period ended November 30, together with all related notes thereto, accompanied by 2003 for the reports thereon operations of ECP’s independent auditors the Cargill Fertilizer Businesses (the foregoing financial statements referred to in clauses (i) and (ii) are collectively referred to herein as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Cargill Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Cargill Financial Statements and the Interim Financial Statements (x) have been prepared comply as to form in accordance all material respects with the books and records of the applicable Enhanced Entitiesaccounting requirements, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows condition of the applicable Enhanced Entities Xxxxxxx Fertilizer Businesses as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of unaudited statements, to the Interim Financial Statements, absence of footnote disclosure and to normal and recurring year-end adjustments that will notaudit adjustments). For purposes of this Section 6.05(a), individually or in the aggregate, be material Cargill Financial Statements include the Affiliated CFJVs and the absence equity interests of footnotesthe Unaffiliated CFJVs. (b) Except (i) as and to the extent adequately accrued or reserved against set forth in the unaudited consolidated balance sheet Cargill Financial Statements, (ii) as incurred in the ordinary course of ECG business since May 31, 2003 and (iii) as may arise out of or ECP as of September 30, 2020 (collectivelyin connection with this Agreement and the transactions contemplated hereby, the “Reference Balance Sheet”), none of the Enhanced Entities has Xxxxxxx Fertilizer Businesses do not have any liability liabilities or obligation obligations of any nature, nature (whether accrued, absolute, contingent or otherwise, whether known or unknown, ) that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material aggregate would reasonably be expected to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesCargill Material Adverse Effect. (c) The books of account and financial records Section 6.05(c) of the Enhanced Entities are true Cargill Disclosure Schedule lists, and correct Cargill has delivered to IMC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceItem 303(a) of Regulation S-K of the SEC) effected by Cargill or its Subsidiaries relating to the Cargill Fertilizer Businesses since January 1, 2003. (d) Except as set forth To the knowledge of Cargill without independent investigation, there are no pending or threatened claims, suits, actions or proceedings seeking damages against Cargill or its Subsidiaries involving a material business or facility formerly owned by or used primarily in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity the Xxxxxxx Fertilizer Businesses that would reasonably be expected to result in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companya Cargill Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 2.6(a) sets forth true, correct and complete copies of the Company’s and the Subsidiaries of the Company’s (i) the audited unaudited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheet as of December 31September 30, 2019, December 31, 2018 and December 31, 2017, 2022 (the “Balance Sheet Date”) and the related audited unaudited consolidated statements of operationsincome, memberschanges in stockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by flow for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors one-year period then ended (the foregoing clauses (i) and (ii) collectively referred to as the “Unaudited Financial Statements”) and (iiiii) the unaudited audited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, sheets and the related audited consolidated statements of operationsincome, memberschanges in stockholders’ (deficit) equity equity, and cash flows of ECGflow for the fiscal years ended 2021, 2020 and 2019 (together with all related notes theretothe Unaudited Financial Statements, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have has been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout during the periods indicated involved (“GAAP”), except as may be indicated otherwise specified in the notes thereto) such Financial Statements and (z) except that Unaudited Financial Statements may not contain footnotes required by GAAP, and fairly present, present in all material respects, respects the financial position of the Company and its consolidated financial position, Subsidiaries as of and for the dates thereof and the results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except as otherwise noted therein and subject, in the case of the Interim Unaudited Financial Statements, to the absence of notes and normal and recurring year-end adjustments that will not, individually or audit adjustments. The books and records of the Company and its Subsidiaries have been kept and maintained in the aggregate, be all material and the absence of footnotesrespects in accordance with applicable Laws. (b) Except as The Company and to the extent adequately accrued its Subsidiaries do not have any liabilities or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any natureobligations, whether accrued, absolutecontingent, contingent absolute or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entityotherwise (“Liabilities”), except for (i) liabilities and obligationsLiabilities accrued on or reserved against, incurred or otherwise expressly identified, in the ordinary course of business consistent with past practice since the date of the Reference Balance SheetFinancial Statements, (ii) liabilities Liabilities that have arisen since the Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities arising after the date of this Agreement in connection with the transactions contemplated hereby, (iv) any executory obligations under Contracts (not including Liabilities arising from a breach thereof or default thereunder), and obligations (v) other Liabilities that are notwould not reasonably be expected to be, individually or in the aggregate, material to the Enhanced EntitiesCompany and its Subsidiaries, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books Company and each of account its Subsidiaries maintains, and at all times since January 1, 2019, has maintained, a system of internal controls over financial records of the Enhanced Entities are true and correct reporting sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting related to the Company and have been prepared its Subsidiaries and are maintained the preparation of the Financial Statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director the transactions and disposition of the Companyassets of the Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on its financial statements.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of 7.9.1 Seller has heretofore delivered to Buyer (i) the audited pro forma combined consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Business as of December 31February 24, 20192002, December 31and February 23, 2018 and December 31, 20172003, and the related audited combined consolidated statements of operations, members’ (deficit) equity earnings and cash flows of ECGfor the years ended February 25, together with all related notes thereto2001, accompanied by February 24, 2002, and February 23, 2003 (the reports thereon of ECG’s independent auditors"Year-end Statements"), and (ii) the audited an unaudited pro forma combined consolidated balance sheets, including sheet of the schedules of investments, of ECP Business as of December 31September 21, 2019, December 31, 2018 and December 31, 20172003, and the related audited unaudited combined consolidated statements statement of operationsearnings for the seven (7) month period then ended (the "Interim Financials"). The Year-end Statements and the Interim Financials (together, members’ deficit the "Financial Statements") present fairly, in all material respects, the financial position and results of operation and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG Business as of September 30, 2020the dates and for the periods then ended, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP consistently applied on a consistent basis in accordance with past practices throughout the periods indicated covered thereby, except (except y) as may be indicated described in the notes thereto) Seller Disclosure Schedule, and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial StatementsFinancials, to for normal and recurring year-end adjustments that will not(none of which, individually or other than with respect to rebates, are material) and the omission of footnote disclosures required by GAAP. Seller has heretofore delivered to Buyer a pro forma calculation of Net Book Value assuming the Closing Date was the date of the Interim Financials based upon the Interim Financials (the "Pro Forma Net Book Value"). The Pro Forma Net Book Value was calculated in good faith using the amounts reflected on the balance sheet included in the aggregate, be material and the absence of footnotesInterim Financials. (b) Except as and 7.9.2 As of the date hereof, to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”)Seller's knowledge, none of the Enhanced Entities has Acquired Companies have any liability or obligation Liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be a type required by GAAP to be reflected in on a consolidated balance sheet of an Enhanced Entity, prepared in accordance with GAAP consistently applied except for those (i) liabilities and obligationsset forth or provided for in the balance sheet included in the Interim Financials, (ii) incurred since September 21, 2003, in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material accordance with or pursuant to the Enhanced Entities, taken as a wholethis Agreement, or (iii) liabilities recorded as part of normal year end adjustments (none of which, other than with respect to rebates, are material). Notwithstanding the foregoing, no representation and obligations included warranty is made pursuant to this Section 7.9.2 with respect to any matter that is specifically addressed by another representation or warranty contained in the computation of Transaction Expensesthis Section 7 or any certificate or instrument delivered pursuant to this Agreement. (c) The books of account and financial records 7.9.3 Section 7.9.3 of the Enhanced Entities are true and correct in Seller Disclosure Schedule lists, as of September 21, 2003, the location of all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee Company owned assets held by a third party on a consignment or similar agreement on behalf arrangement other than locations where less than $25,000 of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companyassets are held.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheetssheet of Greenspring Associates, including LLC and its Subsidiaries referenced therein (the consolidated schedules of investments“Consolidated Subsidiaries”) as at December 31, of ECG as of 2020, December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated statements of operations, changes in members’ (deficit) equity equity, and cash flows income of ECGGreenspring Associates, LLC and the Consolidated Subsidiaries for the periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditorsGreenspring Associates, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPLLC’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of Greenspring Associates, including LLC and the consolidated schedule of investmentsConsolidated Subsidiaries as at March 31, of ECG as of September 30, 20202021, and the related consolidated statements of operations, changes in members’ (deficit) equity and cash flows income of ECGGreenspring Associates, LLC and the Consolidated Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.6(a)(i) of the Disclosure SchedulesLetter. The unaudited balance sheet of GBOS as at March 31, 2021 and the related statement of operations of GBOS (collectively referred to as the “GBOS Interim Financial Statements”) have been provided to Parent prior to the date hereof and are attached hereto as Schedule 3.6(a)(ii) of the Disclosure Letter. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with the books and records of Greenspring Associates, LLC and the applicable Enhanced Entities, Consolidated Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows income of Greenspring Associates, LLC and the applicable Enhanced Entities Consolidated Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the omission of footnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The GBOS Interim Financial Statements (i) have been prepared in accordance with the books and records of GBOS; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position, results of operations and income of GBOS as at the absence respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to the omission of footnotesfootnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the unaudited audited consolidated balance sheet of ECG or ECP Greenspring Associates, LLC and the Consolidated Subsidiaries as of September 30at December 31, 2020 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”)) or as reflected in the Interim Financial Statements or the GBOS Interim Financial Statements, none of the Enhanced Entities no Group Company has any liability or obligation of any naturenature (including as a result of COVID-19 or any COVID-19 Measures), whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Group Companies or disclosed in the notes thereto, except for (i) Transaction Expenses, (ii) liabilities and obligations incurred under this Agreement or the Ancillary Agreements, (iii) executory performance obligations arising under Contracts to which the Group Companies are parties and (iv) for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesGroup Companies. (c) The books of account and financial records of the Enhanced Entities Group Companies are true correct and correct complete in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth . The Group Companies maintain proper and adequate internal accounting controls. There are no significant deficiencies in Schedule 3.6(d)the design or operation of the Group Companies’ internal controls over financial reporting which could adversely affect in any material respect the Group Companies’ ability to record, process, summarize and report financial data or material weaknesses in internal controls over financial reporting and there has been no Enhanced Entity has entered into any undertakingfraud, guarantee whether or similar agreement on behalf of any GP Entitynot material, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) that involved management or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director employees of the CompanyGroup Companies who have a significant role in the Group Companies’ internal control over financial reporting. None of the Group Companies maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC.

Financial Statements; No Undisclosed Liabilities. (a) True and complete correct copies of (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG JGW and its Subsidiaries as of December 31, 20192007, December 31, 2018 and 2008, December 31, 20172009, and the related audited consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECGJGW and its Subsidiaries for the fiscal years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPJGW’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “JGW Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG JGW and its Subsidiaries as of September 30, 20202010, and the related consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, JGW and its Subsidiaries for the year-to-date period (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “JGW Interim Financial Statements”), ) are attached hereto as Schedule 3.6(a4.6(a) of the JGW Disclosure Schedules. Each of the JGW Financial Statements and the JGW Interim Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced Entities, JGW and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities JGW and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the JGW Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP JGW and its Subsidiaries as of September 30, 2020 (collectively, 2010 included in the “Reference Balance Sheet”)JGW Interim Financial Statements, none of the Enhanced Entities JGW and its Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, obligations incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheetconsolidated balance sheet of JGW and its Subsidiaries as of September 30, 2010 included in the JGW Interim Financial Statements, none of which are material; or (ii) such other liabilities and obligations as are not required to be reflected in a consolidated balance sheet or the footnotes thereto, as if footnotes are required and irrespective of whether footnotes are required under applicable accounting standards, of JGW and its Subsidiaries that are not, individually or is prepared in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesaccordance with GAAP. (c) The books of account and financial records Schedule 4.6(c)(i) of the Enhanced Entities are JGW Disclosure Schedules sets forth a true and correct in list of all material respects Contracts Back and have been prepared Contracts Out of JGW and are maintained in its Subsidiaries during each calendar month beginning on January 1, 2010 and ending December 31, 2010. Schedule 4.6(c)(ii) of the JGW Disclosure Schedules sets forth a true and correct list of all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has funded guaranteed structured settlement transactions entered into any undertakingby JGW and its Subsidiaries during each calendar month beginning on January 1, guarantee or similar agreement 2010 and ending on behalf of any GP EntityDecember 31, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company2010.